Yahoo minus Microsoft: Ballmer slams the door on his way out

By Scott M. Fulton, III | Published May 5, 2008, 11:59 AM

It is perhaps the biggest "no-go" in the history of the Internet industry. So in the absence of any Cinco de Mayo celebrations in Redmond, did Microsoft manage to move the needle in its direction in its fight to avoid becoming the #4 player?

Whether the idea was made popular by the ancient Chinese philosopher Lao Tse in the sixth century B.C., or by Michael Douglas' portrayal of "Gordon Gekko" in the classic 1980s movie "Wall Street," there's a notion that warriors don't enter into battles they haven't already won in advance. Maybe Microsoft CEO Steve Ballmer hasn't read up on his philosophy or hasn't watched much AMC lately; in either case, he's the one holding an empty basket today, after shutting almost every door behind him on the way out of the Yahoo negotiations.

From Ballmer's letter to Yahoo CEO Jerry Yang late Saturday, we now know one very interesting piece of information: Microsoft was only willing to raise its bid from $31 per share as of February 1 (a bid whose value dropped to just over $29 in the intervening period) to $33 per share, not the $35 bid as had been bandied about in the financial press late last week.

"After giving this week's conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders," wrote Ballmer in his parting shot. "This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo undesirable as an acquisition for Microsoft."

Yahoo's willingness to partner with Google to the extent of possibly outsourcing its search services to that company -- a partnership prospect that Google never acknowledged, but never denied either -- was what effectively killed the deal, according to Ballmer's letter.

"We regard with particular concern your apparent planning to respond to a 'hostile' bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo today," Ballmer wrote. "In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo undesirable to us."

Shortly afterward, Yahoo issued a statement with most of its commentary attributed to Chairman Roy Bostock, most of whose contents were surprisingly boilerplate. There was this addition: "From the beginning of this process, our independent board and our management have been steadfast in our belief that Microsoft's offer undervalued the company and we are pleased that so many of our shareholders joined us in expressing that view."

While a number of analysts, financial and otherwise, expected Ballmer's next step to be to pursue a proxy fight with Yahoo's institutional shareholders, it appears only the financial analysts and journalists at SeekingAlpha.com were capable of ascertaining that a great many of those shareholders and Microsoft's own were the very same shareholders. Specifically, Microsoft's five largest institutional shareholders by share volume are among Yahoo's top seven; Ballmer would have been essentially leveraging their capital to acquire what would have, in the end, been their capital.

In a note to Yahoo employees late Saturday written in his trademark all-lower-case, Yang made no indications of preparing his team for any such partnership. Instead, he credited his company's better-than-expected performance in the previous quarter for having demonstrated Yahoo could provide those extra few dollars of share performance entirely on its own.

"of course, we anticipate that microsoft's announcement will draw media attention and speculation as to what happens next for yahoo!" Yang wrote. "that means the spotlight will be on us - just as it has been for the past three months. i'm incredibly proud of how we've performed under such scrutiny, with last quarter's great financial results as a testament to everyone's hard work and focus. just as we did last quarter, now is the time for us to shine and show what we're made of."

But in a post to the Yahoo corporate blog on Sunday, Yang pointed out to customers that there a door leading to a partnership does remain open, albeit in the distance.

"So, what's next? With Microsoft's withdrawal, we'll be better able to focus our energy on growing our industry leadership and maximizing value for stockholders," stated Yang. "We'll continue to execute on our plan - making your Internet experience as personal, relevant, open and social as possible, serving advertisers so well they insist on working with us, and opening up Yahoo in a way that developers dream of. And, we'll also continue to pursue strategic opportunities that position us for long-term success."

In a statement over the weekend to the public, Ballmer also said that his company's future in the online space will depend on strategic partnerships. "We have a talented team in place and a compelling plan to grow our business through innovative new services and strategic transactions with other business partners. While Yahoo would have accelerated our strategy, I am confident that we can continue to move forward toward our goals," reads Ballmer's public statement.

Unfortunately for Yahoo's shareholders in the short term, its stock value has taken a bloodbath on the NASDAQ exchange Monday morning, trading down over 15% by 11:30 am EDT at about $24.25. Microsoft stock, meanwhile, was trading up a few ticks. At this point, it may be thankful to be waking up with ticks rather than, as a famous fictitious Wall Street tycoon once so aptly described, fleas.

Comments

View comments by with a score of at least

Microsoft could use some of that money to hire Jonathan Schwartz away from Google. He has more brains in his little finger than Ballmer has in his whole body. I celebrated this non-deal by flattening my Dell XPS and restoring it to XP Pro.

Score: 0

|

I assume the world will not come to a end with all this talk and I might ask, who cares and why does it matter in the whole of things?

Score: 0

|

1) The bes tthing M$ could do is ditch Steve Ballmer. He is an ACCOUNTANT. He has not the fintest shred of vision on what it takes to make a computer company great, because a consumer-driven computer company is not like other high-tech companies: there has to be pizazz. Ballmer hasn't got pizazz. Bill, say what oyu will, always had vision. Ballmer couldn't have a vision if he was high on magic mushrooms, heroin and crack.

2) The company needs to get back to what it did best: bringing innovative, easy to use operating systems to everyone with features that people WANTED to have. It needs to focus on not inconveniencing the customer (are you a** clowns who developed the registration process listening?). Windows needs to be fast and exy again - not a slow, cheap mac wannabe knockoff aimed at kissing the a** of the entertainment companies.

3) Stop looking for companies like Yahoo to acquire. yYu can't compete with Google and let's face it: that's not your niche. focus on building apps people want to use. Office is a PIG with CRAP no one will ever use. Slim and sexy.

4) Bring back Bill. He knew how to drive the company and more to the point, his people believed in him. From what I hear, NO ONE in the company likes Ballmer or his leadership.

Score: 0

|

This is a GREAT move for M$.. Yahoo will go the way of AOL..

Score: 0

|

Cinco de Mayo in Redmond? Give it 20 years.

Score: 0

|

... or maybe less :)

Score: 0

|

Microsoft and Yahoo are owned by the same companies: Barclays Global Investors UK Holdings LTD, Capital World Investors, State Street Corporation, The Vanguard Group Inc, and Capital Research Global Investors. if they didn't merge it was because this shareholders didn't want it to happen. Ballmer should have asked the shareholders if they wanted to merge the two companies or leave them like that, unless it was publicity stunt of the shareholders.

Score: 0

|

Everyone's getting on MS's case for not raising the offer any higher.

Let's remember that Yahoo! was trading around $19 before MS came in with their offer in the first place. $33 is an incredible offer already. Yahoo! will be lucky to be trading in the mid $20's by the end of the week.

Score: 0

|

I think Microsoft should focus all their energy and resources on making Windows 7 an amazing OS to compensate for Vista rather poor performance, in any way.

Score: 0

|

Just out of curiosity, did you even read the article?

Score: 0

|

lol

Score: 0

|

How's your fake PS3 dingo?

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.