Jones plays a dangerous game

Jones plays a dangerous game

In these times, when the average celebrity marriage seems only to last as long as the next print run of gossip magazines and football and film stars have a new beau on their arm every week, perhaps we shouldn't be surprised by the short-lived nature of Jones Soda's exclusive relationship with its suitor Reed's.

Jones and Reed's had signed a letter of intent to merge, but this week, the takeover target broke off its exclusive arrangement to enter into talks with a third party, who wasn't named. Jones said it will pay Reed's up to $75,000 for breaking the letter's exclusivity provisions but also remains interested in continuing their dialogue.

Jones is effectively now playing off the two suitors. And, one can't help but wonder whether soft drink company's part as the temptress, eager to seduce all comers to the negotiation table, will come back to bite it.

Whilst reaction to its exclusive relationship with Reed's left the market underwhelmed, the truth was that Jones had been reviewing its strategic options since early 2009. Reed's, after a long search, was the best offer it could come up with. Indeed it had only had one other serious proposal in all that time - in December, it received a US$7.9 million "indication of interest" from Big Red Holdings of Texas, an offer below the Reed's deal.

Furthermore, in Reed's, Jones had found a a good home for its brands. As John Sicher, the respected editor of Beverage Digest, said of the deal: "Jones is a very small but very good brand... the deal makes very good sense for both companies. I would expect that Reed's sees value in the Jones brand and would continue to nurture and try to grow it.”

It is true, the Reed's offer was less than exciting. In fact, in the hours after the original intent to merge with Reed's was announced, Jones Soda shares plunged 40%. The Reed's deal would value Jones at $0.37 per share, a massive 56% discount on the share price before the deal was announced.

However, Jones has been running out of time. It has now reported nine straight quarters of losses as it struggles with the economic downturn and it is close to eight months since the business admitted that the crisis had raised "substantial doubt" about its ability to continue as a going concern.

In many people's eyes, the lacklustre terms of the deal merely illustrated how close Jones was to going under.

And yet, news of Jones' third party saw the company's shares rise 25% in after-hours trading. The market is clearly hoping that Reed's offer of marriage has stirred another suitor from his slumber with a bigger purse and the potential for a flashier deal.

Reed's, for its part, has acted with dignity for a half-spurned fiancée, confirming the termination of the letter of intent and adding that it respects Jones’ “fiduciary responsibility” to its shareholders to consider any offers to buy the company. And, Jones' move may yet see Reed's return with a better dowry – although there have been no signs of that yet.

Of course, the proof is all in the outcome and the move by Jones' board may prove a marital master stroke. But time is running out. The company is quickly burning through the last available capital to it and has this week received a letter from the Nasdaq saying it had not regained compliance with a $1-a-share minimum bid-price requirement for continued listing on the stock exchange.

Jones has said it plans to request a hearing and expects its stock to remain listed on the Nasdaq Capital Market during its appeal. But the news only highlights the stakes at play in Jones' strategy. It needs a deal done fast.