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

Peloton‘s stock soared more than 30% in premarket trading Monday, putting it on pace to open back above its IPO price, as the beaten down connected fitness maker 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, has urged Peloton to sell itself, some analysts are throwing cold water on the proposition.

For one, Chief Executive John Foley along with other Peloton insiders had roughly 80% voting control, combined, 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 selloff. Foley’s management team has had “unwavering confidence” in its ability to achieve its longer-term goals as a standalone business, he said.

Peloton shares 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 have been trading beneath the stock’s debut price of $29 and far below its 52-week high of $155.52.

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 chip maker Nvidia, for example. 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.

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. That never came to fruition.

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 there might not be much value add for the e-commerce giant.

To be sure, a Peloton subscription could be another 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.