Yahoo is open to some type of transaction with Microsoft

By Scott M. Fulton, III | Published April 7, 2008, 11:40 AM

A complete withdrawal from the table at this point might spur shareholder resentment, but Yahoo's executives and board had to make some signal in light of Microsoft's claims last week of foot-dragging.

In recognizing what many independent financial analysts termed an untenable position, Yahoo's new chairman Roy Bostock and CEO Jerry Yang responded to Microsoft CEO Steve Ballmer's "time is running out" statement on Friday by saying it would be unopposed to some kind of fair transaction with Microsoft that Yahoo's board would feel is in the best interests of its shareholders.

But the Yahoo executives stopped short of calling such a transaction a "buyout." While very craftily avoiding any specific suggestion, Yang and Bostock appeared to open the door to something less: a possible Microsoft investment in an independent company where Yang could continue to serve as "chief Yahoo." And unlike last week's April Fool's "scoop" from InfoWorld (that some misconstrued as factual, given the source), in such a circumstance, Yang would serve as chief Yahoo...of Yahoo.

"We have continued to make clear that we are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders," Yahoo's chiefs wrote this morning. "Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders.

"Our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing," they continued. "All of these actions have been driven by our overarching commitment to maximize stockholder value."

This morning's statement comes in response to last Friday's open letter from Microsoft's Ballmer, who publicly assumed a Donald Trump-like stance in trying to finalize the deal. His posture was that the economy is getting worse, and so is Yahoo's business, the longer its board chooses to postpone the inevitable.

"While there has been some limited interaction between management of our two companies, there has been no meaningful negotiation to conclude an agreement," Ballmer wrote. "We understand that you have been meeting to consider and assess your alternatives, including alternative transactions with others in the industry, but we've seen no indication that you have authorized Yahoo management to negotiate with Microsoft. This is despite the fact that our proposal is the only alternative put forward that offers your shareholders full and fair value for their shares, gives every shareholder a vote on the future of the company, and enhances choice for content creators, advertisers, and consumers.

"During these two months of inactivity, the Internet has continued to march on, while the public equity markets and overall economic conditions have weakened considerably, both in general and for other Internet-focused companies in particular," the Microsoft CEO continued. "At the same time, public indicators suggest that Yahoo's search and page view shares have declined. Finally, you have adopted new plans at the company that have made any change of control more costly."

Actually, the statistics have not been all that bad for Yahoo over the past few months, especially with news last month that its Buzz news aggregator service pulled to within 10% of Digg's traffic in just its first three weeks of operation.

In their response this morning, Bostock and Yang took "Steve" to task, referring to him by his first name, in an effort to regain the "king of the mountain" status.

"We regret to say that your letter mischaracterizes the nature of our discussions with you," they wrote. "We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit."

Yang and Bostock also made reference to antitrust concerns that would most certainly arise following the announcement of any transaction. That reference could be perceived as a kind of dampener on the idea of an all-out merger, and a nudge in the direction of a simple financial investment.

Such an investment would help Yahoo roll out its next generation ad platform, formerly code-named "Panama" and which just this morning was given the formal brand AMP. That move reveals Yahoo's interest in lending as much of a face and a value as possible to what it considers its most valuable strategic asset going forward -- one which Microsoft has already expressed no interest in retaining should a merger take place.

Comments

View comments by with a score of at least

If M$ gets it's grubby hands on Yahoo, it over, Yahoo slowly goes quietly into the night. What M$ doesn't want goes in the incinerator and then what it does want becomes part of M$N and we Yahoo email users loose completely.

Do you know how hard it is to tell hundreds of places that you have a new email address. Many e-letters requiring us to unsubscribe and resubscribe if you can even find a place to delete the old subscription. Besides we like the ease of use and great interface that we are used to. I personally have 4 email accounts and 2 sub-accounts with you.

PLEASE PLEASE Roy Bostock and Jerry Yang, don't drop us into M$'s hell pit just to make the shareholders rich. Keep your legacy alive. Don't believe those lying cheats that have never played fair and have damaged and destroyed many unsuspecting victims. Besides you should know better because you have been around to witness it.

Keep Yahoo free from tyranny and just say NO to another vampire takeover.

Score: 0

|

Microsoft has said several times that user would retain those addresses. They (Microsoft) would not do away with the Yahoo addresses, just like when they acquired Hotmail.

Score: 0

|

"Microsoft's new chairman Roy Bostock and CEO Jerry Yang"

I'm thinking that should have been Yahoo's?

Score: 0

|

Uh...yea.

Thanks for noticing. Late night coming home from out of town.

SF "Let's See...Yahoo Makes Portals, Microsoft Makes Windows...Right?" 3

Score: 0

|

I thought Andersen made windows... :p

Score: 0

|

Wrong!, Andersen used to cook books ... :P :P

And, boy, they were tasty ... too bad they went out of business ...

Score: 0

|

Gee, we'd better stop doing business with them then. :p

Score: 0

|

I am sure they will worm...I mean work some more money out of MS. I am curious to see how the two companies will work together.

Score: 0

|

Wait, you mean they just want more money? I think the whole world knew this over a month ago. MSFT ups the bid to $45 billion, and everyone is happy. End of story.

Score: 0

|

PDC 2009: What have we learned this week?

There was the freebie that no one will forget, the heebie-jeebies courtesy of Scott Guthrie, and a teensy bit clearer picture of how this cloud thingie should work.

Live report: Will Google Chrome OS change Linux?

The mysteries of just what Chrome OS is, and how much of an operating system it truly is, may be resolved today.

PDC 2009: Microsoft cares about Web browser performance

The effort to give users of the world's dominant Web browser the impression of quality, is a personal one for the man who leads that battle.

Nokia re-affirms its commitment to Symbian, sort of

Maemo won't necessarily be replacing Symbian in the Nokia N-Series, but that's definitely a place where it will be found.

E-book readers will be in short supply this holiday season

E-readers are hot this year, and a lot of compelling new products have been released, but are there enough electrophoretic displays to go around?

Sony looks to finally open a single storefront for downloads

Sony has had many different download portals for movies, music, e-books, and games, and now it's looking to make a single shop for all of it.

Tuning out the tablet: Time to give the endless speculation a rest

Wide Angle Zoom: Wishing and hoping and thinking and praying....won't put an iTablet on the market.

Five improvements for IT managers in 2010

If businesses are to improve their efficiency for next year, they need to stop and reassess the basic tenets of their job.

AOL's spinoff from Time Warner to shed 2,500 jobs

As AOL moves toward become an independent company again, it will cut nearly a third of its workforce.

Gartner: SMS-based money transfer will be bigger than mobile browsing, search

Gartner issues its predictions for the 10 things our phones will be doing in 2012.

Don't forget to upgrade to Firefox 3.6 beta 3 today

Mozilla has released the latest beta its Firefox 3.6 browser software, just over one week after beta 2.