Boys will be boys, but when those boys are about to sell a $36 billion technology enterprise to the public, investors generally hope adolescence can be put on hold.
Not so at
, where founders Larry Page and Sergey Brin revealed Friday morning that an interview they gave to
in April could force them to buy back any shares that are sold in the hotly anticipated deal.
The interview, in which the executives answered questions such as, "It's one thing to have volleyball games, refrigerators full of free juice and massages when you're a start-up, but can you maintain such a laid-back culture as a public company?" and "How has Google saved lives?" could be a legal headache. Executives are generally forbidden from talking publicly about their company in the run-up to an IPO, except in a prospectus.
"We do not believe that our involvement in the
article constitutes a violation of Section 5 of the Securities Act of 1933," Google said in an
filing Friday. "However, if our involvement were held by a court to be in violation of the Securities Act of 1933, we could be required to repurchase the shares sold to purchasers in this offering at the original purchase price for a period of one year following the date of the violation."
The company said it would contest vigorously any claim that a violation of the Securities Act occurred.
Complicating matters, Google indicated in its filing that the interview contained inaccuracies about its business, including a claim that more than 65 million people use its search engine every day. The actual figure is more like 65 million a month. The interview also understated Google's employee count by more than 50% and contained dated information about the storage advantage over competitors enjoyed by its new Web-based email service.
Despite the interview, Google said nothing about delaying the startup of its Dutch auction IPO pricing.
Google announced on its
IPO Web site Thursday that it planned to start an auction at about 9 a.m. EDT to determine the price of its shares.
issue, Google is also contending the ongoing tech meltdown spurred by weak outlooks at companies like
. Some observers had wondered if that alone would delay Google's offering.
Google has remained mum on that issue. The company stirred up Wall Street on Tuesday by saying that
registration would end at the close of business today. That news came on the heels of Google's $300 million-plus settlement of a pair of nagging disagreements with big rival and longtime investor
Google has shown remarkable growth in recent years based on the success of its pay-per-click search-engine advertising business. But investors had increasingly grumbled over the last month about Google's stinginess in public discussions of its business prospects, a capital structure giving its co-founders unassailable voting control, and the richness of the proposed price range for the company's stock.
Whether this commentary will lead to an offering price below the proposed $108 to $135 price range, or whether it is simply trash talk that will be obliterated by big-spending bidders, remains to be seen. Injecting uncertainty into the whole affair is the expected bigger-than-usual participation, as far as IPOs are concerned, of retail investors in Google's auction.
The deal is expected to raise north of $3 billion and value the company at some $36 billion, putting it in rarefied air indeed.
To participate in Google's Dutch auction of its shares, investors will need a bidder ID, obtained in the registration process. They'll also need an account at one of the brokerages that is underwriting the IPO, and will have to meet that firm's particular qualifications for bidding on Google shares.
By permitting investors to submit bids for as few as five shares in its offering, Google has lowered a usual investment hurdle; on the other hand, the company has raised that hurdle with a share count that puts the expected per-share price at more than five times the usual figure for an IPO.