Why Google Should Buy Groupon

In the wake of the news that internet travel heavyweight Priceline  will be buying out restaurant reservation service OpenTable , shares of online deals purveyor Groupon rose in sympathy. Volume was unusually large, which begs the question whether investors are anticipating something big in Groupon's future.

When you think about it, Groupon pursuing a buyer of its own isn't an unrealistic scenario at all. There are some common themes in Priceline's pursuit of OpenTable, and what Groupon could offer a potential suitor. Namely, the potential for instant user growth as well as international expansion.

While Priceline might not have much of an appetite for a buyout since it's fresh off its $2.6 billion OpenTable acquisition, another industry player might see reason to bite on Groupon. Perhaps the most obvious choice is search-giant Google has made strides in its Google Offers platform, and could instantly absorb millions of subscribers by acquiring Groupon.

Here's why Groupon and Google could form a strong strategic partnership.

Groupon is growing like a weed overseas
Groupon is having trouble turning a profit consistently, but it's not having any trouble at all growing the top line.  This is particularly true when it comes to its international business.

Groupon acquired LivingSocial Korea and its subsidiary Ticket Monster in January for $100 million in cash and nearly 14 million shares of Groupon stock. This caused gross billings in the company's rest of world segment to post a 123% increase last quarter. And, Groupon was already doing well internationally.

Its Europe, Middle East, and Africa segment grew revenue by 26% last quarter. This performance came on top of 43% revenue growth in the Europe, Middle East, and Africa unit in the fourth quarter.

Exposure to rapidly growing emerging economies across the world was one of the reasons for Priceline's takeover of OpenTable. OpenTable's revenue grew 18% in the first quarter, and its international segment actually outperformed. Revenue from outside North America jumped 29% versus the same quarter last year.

Groupon would be a great strategic fit for Google, since Google Offers is a directly competing service. The Offers platform allows users a fast, convenient way to pull up offers on their phones and redeem them instantly, and discover new and potentially interesting destinations. The fact that Google Offers works very well with Google Maps and its other applications represents a significant threat to Groupon, and a high hurdle that Groupon may have trouble clearing.

Instead of continuing to plow huge amounts of resources into fighting each other for supremacy in the online deals space, Google and Groupon could each save a lot of money by joining forces. That, combined with other synergies that usually result from mergers, would create a juggernaut. This is exactly what Priceline will accomplish by buying OpenTable.

It stands to reason Priceline coveted the opportunity to simply buy a smaller competitor rather than battle with it for the next several years. Clearly, Priceline saw enough potential from a combined entity to justify paying a hefty 46% premium for OpenTable.

If you can't beat 'em, join 'em
The bottom line is that while Groupon isn't reliably profitable, it's racking up impressive growth in users and revenue. And, because it's been losing money for several quarters now, Groupon shares have lost nearly half their value just since the beginning of the year. That means any potential suitor could scoop up the entire company for what amounts to pocket change. This is especially true for a company like Google, which has $59 billion in cash and marketable securities on the balance sheet.

Even assuming a hefty 30% takeover premium, Groupon's enterprise value would set Google back just a shade over $4 billion, since Groupon has more than $1 billion in cash and little long-term debt on the books.

Google's fledgling Offers platform is going up against a well-established presence in the form of Groupon. Despite Groupon's struggles, it's a well-known brand with a strong consumer connection. That's abundantly clear in Groupon's strong top-line growth over the past several quarters.

Instead of going to war with one another, it makes strategic and financial sense for Google to simply buy Groupon and avoid all the headaches that will arise from competing with each other.