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Pee-uuuu, as my 7-year-old says. The stink from the Lycosundefined deal is still hanging in the air, 24 hours later. It's going to take a long time for the odor from this one to clear out.

Lycos holders showed their feelings Tuesday, sending the company's shares spinning down 33, to 94 1/4.

USA Networks

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holders did better, of course; its shares were up almost 4, to 41 5/8. No wonder. USA stole a real company.

Why did Lycos management agree to this dumb

USA/Lycos Interactive Networks

merger? Why did Lycos give away the farm for 30% of an ill-defined, misfit venture? Beats me. I spent a long time on the phone Tuesday, talking to other people in the business, and no one,

no one

, had a plausible answer. It's a mystery to Lycos competitors, shareholders, analysts and potential acquirers.

Let me go through this as if I were a Lycos holder (which, fortunately, I am not). Here are three big things wrong with the deal:

No Premium

It's hard to price this deal, and both USA and Lycos execs managed to duck that question repeatedly in Tuesday's announcement. (Saying, as Lycos management did Tuesday, that you can't value the deal because you can't value the new company that will result from the merger of Lycos into USA Networks, is hopelessly disingenuous.) But it's pretty clear, despite the smoke, that USA bought Lycos for about its market price. No premium.


. What gives, Lycos? Why did you give yourself away without a meaningful premium over market price for your shareholders?

No Synergy

Ticketmaster Online



(of which I own, indirectly, an infinitesimal piece, through an Internet-company incubator in which I hold a similarly infinitesimal piece), the companies Barry Diller cobbled together last August to form

Ticketmaster Online/CitySearch


, are sound businesses, with good franchises. And there's real synergy between them; that was a good deal on both sides. But it's hard to see why or how Lycos is a third leg on that stool. Lycos would have made a lot more sense elsewhere -- and may still (keep reading) -- if its managers had waited a little longer and looked a little harder. It didn't have to be the much-rumored deal with the


unit of

General Electric

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; there were a lot of other possibilities. It's hard for me to believe that no other company, especially a more plausible and synergistic one, made Lycos a reasonable offer.

Barry Diller

If I were a Lycos shareholder, I wouldn't want to be Barry Diller's partner. Too many of us have bad memories of the


debacle. Yes, Diller is a programming genius, so let him run a network. I don't see what he brings to this deal beyond a sharp pencil, nice suits and, apparently, great persuasiveness.

I've never much admired Lycos' search-engine-cum-community-cum-portal. But it was the last big portal available and, according to a


report in December, second only to



in visitors. That's a lot of eyeballs and a lot of shareholder value.

One of the explanations for the combined company is that, since Diller threw

Home Shopping Network

into the pot as well, this will be a hot platform for e-commerce. Maybe. Anything can happen these days in e-commerce. But I doubt it. This is still a clumsy, ill-fitting combination in search of a reason for its existence.

Maybe the final irony of this debacle is that Bob Davis, Lycos' CEO, has a big rep as a dealmaker, a salesman who never gives up. This has surely tarnished that reputation, and it also leads to an obvious question: With other suitors at the door and better deals almost certainly available, why did Davis stop searching and throw in with Diller & Co.?

I said that Lycos would have made a much better fit elsewhere and still may. Remember that this deal is far from done; it has to be approved by shareholders. Almost half of Lycos is owned by institutions, who had, shall we say, somewhat greater expectations for the company's future than disappearing into this pit.

I think there's a good chance Lycos shareholders will get their backs up and nix this deal. That's rare and nearly unheard of in Internet company acquisitions -- but this stinko deal is also a rarity in Net deals. If ever there were a time to dig in and say no, this looks like it.

Selling the deal to his institutional and other large shareholders will be the selling job of Davis' life. This should be fun -- and maybe ugly -- to watch.

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Jim Seymour is president of Seymour Group, an information-strategies consulting firm working with corporate clients in the U.S., Europe and Asia, and a longtime columnist for PC Magazine. Under no circumstances does the information in this column represent a recommendation to buy or sell stocks. At the time of publication, neither Seymour nor Seymour Group held positions in the companies discussed in this column, though positions can change at any time. While Seymour cannot provide investment advice or recommendations, he invites your feedback.