The John and Gary Show, which has been making the rounds hoping to sell skeptical investors on the merits of merging


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, landed at an investment conference in San Francisco on Monday. While there, the two CEOs assured Wall Street that their soon-to-be combined firms will hit their numbers for 2006 and have the strength to fend off


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Although the venue was the Thomas Weisel Partners Tech 2005 conference, both men continually hammered on the market opportunity for the merged company and emphasized that unlike investors, customers have been extremely supportive. "We closed the fourth quarter spectacularly," said Veritas CEO Gary Bloom. "After the deal was announced, customers could have put their pens back in their pockets. Instead, they put pen to paper," he said.

Asked to justify the deal, Symantec CEO John Thomson said, "We're addressing the profound needs buyers have. It expands our market opportunity from $35 billion to $56 billion. Six years ago, it was just 3 billion," he said.

That argument has not wowed Wall Street. Since the $13.5 billion all-stock deal was announced on Dec. 16, the merger's value has plunged by about $1.3 billion. But as large as it is, that number understates Wall Street's vote of no confidence. On Dec. 13, Symantec closed at $32.86; as news of the merger leaked out, the stock dropped over a few days to $27.43. When the news became official on Dec. 16, the stock stock slid further to $25.13.

In an interview earlier this year, Bloom said there was no predefined point at which the merger would be re-examined, and said no alternative buyer has come forward. Would he consider an offer from someone else? "I'd have to, but the offer from Symantec has to be voted on by the shareholders first," he said.

Investors who heard the presentation gave no indication that the deal could fall apart -- but neither were they very enthusiastic. "I met with both CFOs and heard nothing compelling," said a manager of a large-cap growth fund based in Southern California. "I was ready to be convinced, but they didn't do it." The manager, who asked that his name not be used, said his fund doesn't have a position in either company, "and for now, it won't."

A manager of a Colorado-based fund with more than $2 billion in assets said she expects the merger to proceed, although she notes that integrating two large software companies has generally proven to be difficult. Would it be better for Symantec to back off? "They can't. If that happened Symantec would be damaged goods," she said.

Thomson reiterated his view of the combined performance of the companies in fiscal 2006, saying he expects revenue to reach $5 billion; and excluding a writedown of deferred revenue, pro forma earnings per share are expected to be 99 cents. Including the writedown, EPS will likely be 83 cents.

He said he expects the deal to close in May, and the transaction to be accretive within the first full year of operations. And last week the merger cleared an important hurdle, in essence getting antitrust approval for the deal from the Department of Justice.

High on the list of both CEOs is the retention of key sales personnel and other staffers. The companies are offering incentives and equity bonuses designed to keep the most important players happy. Asked how long he plans to stay, Bloom, who will be No. 2 to Thomson, said "as long as I can help set the direction, I'm really motivated."

Still, CEOs who become second bananas often leave in fairly short order, as did Michael Capellas, the one-time CEO of Compaq, not long after that company was acquired by



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Meanwhile, Microsoft is widely expected to finally announce an antivirus offering at an industry conference in San Francisco next week. Although there is no way to know if Microsoft will release a product good enough to threaten Symantec's dominance of desktop antivirus software, some analysts are concerned that Symantec's stock will take a short-term hit when Bill Gates makes his announcement on Feb. 15.

The announcement, said Thomson, will come as something of a relief. "I've been competing with the Microsoft press machine. It's easier to compete with a real product," he said.