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Peloton shares are soaring on potential takeover talks. But here's why a deal might not happen

Key Points
  • Peloton shares are soaring as the beaten-down connected fitness company attracts interest from outsiders.
  • Thus far, reports have named Amazon and Nike as potential suitors. But the talks are preliminary, and Peloton has yet to kick off a formal sales process, a person familiar with the matter told CNBC.
  • And while activist firm Blackwells Capital has urged Peloton to sell itself, CEO John Foley and other insiders have a lot of voting power within the company.

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Peloton's shares soared almost 21% on Monday, closing slightly above the company's debut price of $29, as the beaten-down connected fitness company attracts interest from outsiders.

Thus far, reports have named Amazon and Nike as potential suitors. One analyst thinks Apple is "aggressively involved," too. But all talks are preliminary, and Peloton has yet to kick off a formal sales process, a person familiar with the matter told CNBC.

And while activist firm Blackwells Capital, which has a less than 5% stake in the company, has urged Peloton to sell itself, some analysts are throwing cold water on the proposition.

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BMO's Siegel doesn't think Nike or Under Armour will purchase Peloton

For one, CEO John Foley along with other Peloton insiders had a combined voting control of roughly 80% as of Sept. 30, making it practically impossible for any deal to go through without their approval.

Baird analyst Jonathan Komp said in a research note on Monday that Foley likely won't be willing to sell, unless there is enough internal pressure stemming from Peloton's recent stock sell-off. Foley's management team has had "unwavering confidence" in its ability to achieve its longer-term goals as a stand-alone business, he said.

Peloton shares had closed Friday at $24.60, giving the company a market value of just over $8 billion — far below the roughly $50 billion market value it fetched a year earlier. In recent days, shares had been trading beneath the stock's IPO price of $29 and far below its 52-week high of $155.52. Talk of a deal pushed the stock as high as $32.22 on Monday.

Meantime, other experts say regulatory scrutiny of Big Tech in Washington, D.C., could chill the chance of a deal with a business like Amazon or Google. The Federal Trade Commission recently sued to block an acquisition by chipmaker Nvidia, for example. Elsewhere, Amazon's deal to buy MGM Studios, which was announced last May, has yet to receive regulatory approval. And Google's Fitbit acquisition was tied up in reviews for over a year.

Nike could be the one play that doesn't involve a tech giant. But Wedbush analyst Tom Nikic says that even the rationale on this opportunity isn't totally clear cut.

"The Peloton brand might not be as strong as it used to be," said Nikic in a research note, citing recent unfavorable portrayals of the Peloton name in two popular TV shows, as well as a treadmill recall that Foley initially pushed back against as examples. A deal with Peloton could detract Nike from its core sneaker and apparel business, he added.

Another argument is that Peloton still has room to run on its own. Cowen & Co. analyst John Blackledge said a deal is unlikely for Peloton, given that the company is still in the "early innings" of growth in the global fitness industry.

In a research note, Blackledge draws a parallel between Peloton and Netflix back in 2012, during the early days of video-streaming services. At the time, activist investor Carl Icahn targeted the tech company and said there would be strategic value if Netflix combined with a larger business. But that never came to fruition.

Others said they expect Peloton would weigh down any business that was to acquire it. The onetime fitness darling had a wave of consumer demand pulled forward during the pandemic, and it's now going through a reset. The company is looking for areas to cut costs, including layoffs, and is resetting production levels. As a result, it would be difficult for any buyer to gauge the real demand for its products.

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Peloton stock jumps on reports that Amazon, Nike are among potential names to take over company

BMO Capital Markets analyst Simeon Siegel said he is skeptical of the value that Peloton would bring to any major tech company, or an athletic apparel giant such as Nike, "given its comparably small size, faltering demand and declining engagement."

Siegel added in a note to clients that Peloton would be more like a "fixer-upper" for a major corporation such as Amazon. And many of Peloton's current fitness subscribers likely overlap with existing Amazon Prime customers, he said, meaning it might not amount to much additional value for the e-commerce giant.

On the other hand, a Peloton subscription could be an appealing perk that Amazon could dole out to Prime members, especially as it prepares to hike the price of the service nearly 17% to $139 annually.

"A company is worth what someone's willing to pay for it," Siegel said. "If a mega-cap decides to pay up for Peloton, that's all that matters. However, until that happens, we question whether it'd make sense."

Peloton is scheduled to report its fiscal second-quarter financial results after the market closes on Tuesday.

—CNBC's Alex Sherman contributed to this report.