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Google To Go Public - $2.7 Billion IPO Filing

Founders Brin and Page write an "Owner's Maunual" for Google's Shareholders

  • See Google Filing "Any Day Now"

    Just as predicted last week, Google has filed its S-1 registration statement with the Securities and Exchange Commission for an initial public offering of its common stock, in an IPO that could maybe value Google, Inc. at as much as $20 billion.

    After three consecutive profitable years, the time has come.

    The IPO that will rank as one of the largest ever - Morgan Stanley and Credit Suisse First Boston are the lead underwriters.

    According to reports, it will sell some of the stock by "Dutch auction" and those subscribing will doubtless come from among the hundreds of millions of Web users who log Google's legendary 200 million-plus searches a day.

    The UK's BBC is reporting that the offering could value the firm at $20bn or more, "once further details of the deal are set out."

    Reuters already reported on Tuesday that the Chief Executive and Chairman of Google search rival Yahoo, Terry Semel, "shrugged off the possibility that a ... public offering by search engine operator Google Inc. would hurt the older Web company."

    Semel, speaking to reporters on the sidelines of a Milken Institute conference in Los Angeles, is quoted as having said:

    "Yahoo is a company that has always had good competitors and Google will be a good competitor. There is plenty of room for Yahoo to thrive and for Google to thrive."

    Ironically, Yahoo has an estimated 5% stake in Google.

    In its S-1 statement, the company's founders include a letter, reproduced here in full. Its aim is to give the flavor of the kind of annual letter Sergey Brin and Larry Page will be writing to its new shareholders once the IPO is complete:

    LETTER FROM THE FOUNDERS

    “AN OWNER’S MANUAL” FOR GOOGLE’S SHAREHOLDERS**

    INTRODUCTION

    Google is not a conventional company. We do not intend to become one. Throughout Google's evolution as a privately held company, we have managed Google differently. We have also emphasized an atmosphere of creativity and challenge, which has helped us provide unbiased, accurate and free access to information for those who rely on us around the world.

    Now the time has come for the company to move to public ownership. This change will bring important benefits for our employees, for our present and future shareholders, for our customers, and most of all for Google users. But the standard structure of public ownership may jeopardize the independence and focused objectivity that have been most important in Google's past success and that we consider most fundamental for its future. Therefore, we have designed a corporate structure that will protect Google's ability to innovate and retain its most distinctive characteristics. We are confident that, in the long run, this will bring Google and its shareholders, old and new, the greatest economic returns. We want to clearly explain our plans and the reasoning and values behind them. We are delighted you are considering an investment in Google and are reading this letter.

    Sergey and I intend to write you a letter like this one every year in our annual report. We'll take turns writing the letter so you'll hear directly from each of us. We ask that you read this letter in conjunction with the rest of this prospectus.

    SERVING END USERS

    Sergey and I founded Google because we believed we could provide a great service to the world -instantly delivering relevant information on any topic. Serving our end users is at the heart of what we do and remains our number one priority.

    Our goal is to develop services that improve the lives of as many people as possible - to do things that matter. We make our services as widely available as we can by supporting over 97 languages and by providing most services for free. Advertising is our principal source of revenue, and the ads we provide are relevant and useful rather than intrusive and annoying. We strive to provide users with great commercial information.

    We are proud of the products we have built, and we hope that those we create in the future will have an even greater positive impact on the world.

    LONG TERM FOCUS

    As a private company, we have concentrated on the long term, and this has served us well. As a public company, we will do the same. In our opinion, outside pressures too often tempt companies to sacrifice long-term opportunities to meet quarterly market expectations. Sometimes this pressure has caused companies to manipulate financial results in order to "make their quarter." In Warren Buffett's words, "We won't 'smooth' quarterly or annual results: If earnings figures are lumpy when they reach headquarters, they will be lumpy when they reach you."

    If opportunities arise that might cause us to sacrifice short term results but are in the best long term interest of our shareholders, we will take those opportunities. We will have the fortitude to do this. We would request that our shareholders take the long term view.

    Many companies are under pressure to keep their earnings in line with analysts' forecasts. Therefore, they often accept smaller, but predictable, earnings rather than larger and more unpredictable returns. Sergey and I feel this is harmful, and we intend to steer in the opposite direction.

    -------------------------------------------------------------------------------- 
    ** Much of this was inspired by Warren Buffett's essays in his annual reports and his "An Owner's Manual" to Berkshire Hathaway shareholders.

  • More Stories By Jeremy Geelan

    Jeremy Geelan is Chairman & CEO of the 21st Century Internet Group, Inc. and an Executive Academy Member of the International Academy of Digital Arts & Sciences. Formerly he was President & COO at Cloud Expo, Inc. and Conference Chair of the worldwide Cloud Expo series. He appears regularly at conferences and trade shows, speaking to technology audiences across six continents. You can follow him on twitter: @jg21.

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    Most Recent Comments
    nuggz 04/29/04 03:29:39 PM EDT

    The IPO price will probaly be too high to justify what value they do have.
    And most importantly. There are probably more established companies with a history of performance that will offer a better return with less risk.

    Doh! 04/29/04 03:28:22 PM EDT

    The price will spike for sure & then crash.

    Bad News 04/29/04 03:27:03 PM EDT

    This is the beginning of the end for Google. There will be little more innovation, search results will be useless because of the artificially high rankings given to paid advertisers, and pop-ups will spring up all over the place every time I visit the site -- all so they can "make the numbers".

    Interesting 04/29/04 03:26:19 PM EDT

    CNET is reporting:

    In an unusual provision for a technology company, Google will create two classes of shares with different voting rights, a move that aims to guarantee founders Larry Page and Sergey Brin will maintain decision-making authority...

    "In our opinion, outside pressures too often tempt companies to sacrifice long-term opportunities to meet quarterly market expectations. Sometimes this pressure has caused companies to manipulate financial results in order to 'make their quarter.' In Warren Buffett's words, 'We won't smooth quarterly or annual results: If earnings figures are lumpy when they reach headquarters, they will be lumpy when they reach you."

    The founders have also fought to maintain their control over the company even as it hired Chief Executive Officer Eric Schmidt in 2000. According to the document, Page and Brin said that they will run the company as a "triumvirate."

    TooBad 04/29/04 03:24:15 PM EDT

    hehe, shame you can't short sell a stock for at least 6 months after the IPO!!

    Neil Watson 04/29/04 03:23:05 PM EDT

    The Google IPO has been so hyped that I think the shares will be priced so high at the beginning that they will have no place to go but down.

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