Major Yahoo investor urges Microsoft to raise offer
297353
Yahoo Inc's   second-biggest shareholder urged Microsoft Corp  to  raise its $42 billion bid for the Web pioneer and warned Yahoo  it has few options other than to accept, raising pressure for  them to seal a deal.
298896
Yahoo Inc's board met by telephone on  Friday and discussed strategy for getting Microsoft Corp to  raise its $42 billion offer for the company and the possibility  of hiring Google Inc to run Yahoo's search, the Wall Street  Journal said.
320060
Most of Yahoo Inc's top institutional shareholders may be more interested in making sure Microsoft Corp does not overpay for the Web pioneer, because they have more money invested in the bigger software maker, a research report said on Friday.
260751
Most of Yahoo Inc's  top  institutional shareholders may be more interested in making  sure Microsoft Corp  does not overpay for the Web  pioneer, because they have more money invested in the bigger  software maker, a research report said on Friday.
296893
In a letter to Yahoo&#39;s board, Microsoft CEO Steve Ballmer&#160;offered to acquire the company&#160;for a per-share price of $31 in cash or 0.9509 of a share of Microsoft common stock -- a 62 percent premium above the Jan. 31, closing price of Yahoo -- and cited the broad range of ways in which the companies might work together to create a more effective competitor in the online marketplace. Below is the text of the letter that Microsoft sent to Yahoo&#39;s Board of Directors:January 31, 2008Board of DirectorsYahoo! Inc.701 First AvenueSunnyvale, CA 94089Attention: Roy Bostock, ChairmanAttention: Jerry Yang, Chief Executive OfficerDear Members of the Board:I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft&#39;s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use - EBITDA, free cash flow, operating cash flow, net income, or analyst target prices - this proposal represents a compelling value realization event for your shareholders.We believe that Microsoft common stock represents a very attractive investment opportunity for Yahoo!&#39;s shareholders. Microsoft has generated revenue growth of 15%, earnings growth of 26%, and a return on equity of 35% on average for the last three years. Microsoft&#39;s share price has generated shareholder returns of 8% during the last one year period and 28% during the last three year period, significantly outperforming the S&amp;P 500. It is our view that Microsoft has significant potential upside given the continued solid growth in our core businesses, the recent launch of Windows Vista, and other strategic initiatives.Microsoft&#39;s consistent belief has been that the combination of Microsoft and Yahoo! clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers. In late 2006 and early 2007, we jointly explored a broad range of ways in which our two companies might work together. These discussions were based on a vision that the online businesses of Microsoft and Yahoo! should be aligned in some way to create a more effective competitor in the online marketplace. We discussed a number of alternatives ranging from commercial partnerships to a merger proposal, which you rejected. While a commercial partnership may have made sense at one time, Microsoft believes that the only alternative now is the combination of Microsoft and Yahoo! that we are proposing.In February 2007, I received a letter from your Chairman indicating the view of the Yahoo! Board that &quot;now is not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction.&quot; According to that letter, the principal reason for this view was the Yahoo! Board&#39;s confidence in the &quot;potential upside&quot; if management successfully executed on a reformulated strategy based on certain operational initiatives, such as Project Panama, and a significant organizational realignment. A year has gone by, and the competitive situation has not improved.While online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out, and in research and development, making this a time of industry consolidation and convergence. Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo! can offer a credible alternative for consumers, advertisers, and publishers. Synergies of this combination fall into four areas:Scale economics: This combination enables synergies related to scale economics of the advertising platform where today there is only one competitor at scale. This includes synergies across both search and non-search related advertising that will strengthen the value proposition to both advertisers and publishers. Additionally, the combination allows us to consolidate capital spending.Expanded R&amp;D capacity: The combined talent of our engineering resources can be focused on R&amp;D priorities such as a single search index and single advertising platform. Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search, and new advertising platform capabilities. Many of these breakthroughs are a function of an engineering scale that today neither of our companies has on its own.Operational efficiencies: Eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity.Emerging user experiences: Our combined ability to focus engineering resources that drive innovation in emerging scenarios such as video, mobile services, online commerce, social media, and social platforms is greatly enhanced.We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines.We have dedicated considerable time and resources to an analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals. We look forward to discussing this with you, and both our internal legal team and outside counsel are available to meet with your counsel at their earliest convenience.Our proposal is subject to the negotiation of a definitive merger agreement and our having the opportunity to conduct certain limited and confirmatory due diligence. In addition, because a portion of the aggregate merger consideration would consist of Microsoft common stock, we would provide Yahoo! the opportunity to conduct appropriate limited due diligence with respect to Microsoft. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.In light of the significance of this proposal to your shareholders and ours, as well as the potential for selective disclosures, our intention is to publicly release the text of this letter tomorrow morning.Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo! Board to engage in a full review of our proposal. My leadership team and I would be happy to make ourselves available to meet with you and your Board at your earliest convenience. Depending on the nature of your response, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!&#39;s shareholders are provided with the opportunity to realize the value inherent in our proposal.We believe this proposal represents a unique opportunity to create significant value for Yahoo!&#39;s shareholders and employees, and the combined company will be better positioned to provide an enhanced value proposition to users and advertisers. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favorable reply.Sincerely yours,/s/ Steven A. BallmerSteven A. BallmerChief Executive OfficerMicrosoft Corporation
139198
Many Yahoo shareholders are waiting for a higher bid than that offered by Microsoft, but analysts say it is increasingly unlikely.
592296
BOSTON/SEATTLE  - Yahoo Inc's   second-biggest shareholder urged Microsoft Corp  to  raise its $42 billion bid for the Web pioneer and warned Yahoo  it has few options other than to accept, raising pressure for  them to seal a deal.
565982
Microsoft Corp  said on Friday  it has offered to buy Yahoo Inc , the popular Web  portal, for $44.6 billion in cash and stock, seeking to join  forces against Google Inc  in what would be the biggest  Internet deal since the Time Warner-AOL merger.
394882
In a letter to Yahoo&#39;s board, Microsoft CEO Steve Ballmer&#160;offered to acquire the company&#160;for a per-share price of $31 in cash or 0.9509 of a share of Microsoft common stock -- a 62 percent premium above the Jan. 31, closing price of Yahoo -- and cited the broad range of ways in which the companies might work together to create a more effective competitor in the online marketplace. Below is the text of the letter that Microsoft sent to Yahoo&#39;s Board of Directors:
566261
Software giant Microsoft urged Yahoo to accept its "generous" 44.6 billion dollar takeover offer, adding it hoped to get a quick response from the major Internet player.
65190
Microsoft said&#160;its $44.6 billion offer to purchase Yahoo&#160;is &quot;fair&quot; and hinted that it may pursue a hostile takeover of the Internet company, according to a statement Microsoft made Monday in response to&#160;Yahoo&#39;s formal rejection of its buyout offer.In a statement, Microsoft said it&#39;s &quot;unfortunate&quot; that Yahoo &quot;has not embraced&quot; its proposal to combine the two companies, and the rejection of the offer &quot;does not change our belief in the strategic and financial merits of our proposal.&quot;The company also hinted that it may take the offer directly to Yahoo&#39;s shareholders, a move that could result in a hostile takeover.&quot;As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo&#39;s shareholders are provided with the opportunity to realize the value inherent in our proposal,&quot; Microsoft said in its statement.Earlier Monday, Yahoo formally rejected Microsoft&#39;s bid to acquire the company in a half-stock/half-cash purchase, saying it undervalued Yahoo.On Feb. 1, Microsoft offered to pay $31 per share for half of Yahoo&#39;s outstanding shares in cash -- about $22.3 billion -- and 0.9509 of a Microsoft share for the other half. Microsoft&#39;s half-cash/half-stock offer to Yahoo was valued at about $44.6 billion at the time it was made; Yahoo&#39;s share price was $19.18 at the time.However, since then Microsoft&#39;s stock has gone down while Yahoo&#39;s has risen, making the deal, under its current terms, worth less than when it was originally offered. This led to speculation that Yahoo might look for other suitors; the company is reportedly looking for about $40 per share. Yahoo&#39;s share price closed at $29.87 Monday; Microsoft&#39;s closed at $28.21.Some have speculated that Microsoft would raise its offer to the company to about $35 per share -- about midway between its original offer and Yahoo&#39;s target price -- but in its statement on Monday, the company seemed adamant about keeping the offer as it stands.&quot;We are offering shareholders superior value and the opportunity to participate in the upside of the combined company,&quot; Microsoft said. &quot;Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.&quot;Microsoft&#39;s offer to purchase Yahoo is an attempt to join forces and improve both companies&#39; positions against Google in online advertising and services. However, many questioned both the logistical complexity and cultural differences involved in combining the companies, and there are fears that it will thwart rather than help their efforts to compete with Google.Yahoo is reportedly in talks with both AOL and Google to try to avoid being acquired by Microsoft. Analysts said Monday that Yahoo&#39;s initial rejection of the offer is more of an attempt to elicit a higher bid -- either from Microsoft or another company. If none comes, the company might decide in the future to accept Microsoft&#39;s offer as it stands, they said.
764154
Yahoo&#39;s Chairman Roy Bostock is leading a group of the company&#39;s board members in favor of accepting&#160;Microsoft&#39;s unsolicited $44.6 billion takeover bid,&#160;according to a new report.The informal group headed by Bostock also includes other board members and billionaire investor Ron Burkle, according to the report in the New York Post, which quoted unnamed sources close to the situation. Board members Eric Hippeau, a managing partner at Softbank Capital, and Robert Kotick, CEO of Activision Publishing, are standing behind Yahoo CEO Jerry Yang, who does not want to accept Microsoft&#39;s offer.On Monday,&#160;Yahoo&#39;s board rejected Microsoft&#39;s offer,&#160;saying it undervalued the company.According to the Post, the discord revolves around Yang and his followers who are so opposed to selling the company to Microsoft that Bostock and his group fear they will act out of emotions rather than their fiduciary duty to Yahoo shareholders. Such an action could expose the board to lawsuits by shareholders.Yang sent a letter to shareholders&#160;Wednesday night, saying that Microsoft&#39;s bid substantially undervalues the company and that Yahoo is positioned to take advantage of growth in the online advertising market.Yahoo could not be reached for comment.Computerworld is an InfoWorld affililate.
349881
Yahoo Inc's  board met by  telephone on Friday and discussed strategy for getting  Microsoft Corp  to raise its $42 billion offer for the  company and the possibility of hiring Google Inc to run Yahoo's  search, the Wall Street Journal said.
189329
The Net giant is calling on Redmond to bump up its bid, but many of its largest shareholders have dual ownership in both stocks.
471967
While observers believe that Microsoft is willing to pay Yahoo $44 billion primarily for its users and advertising base, Microsoft's chief software architect, Ray Ozzie, wants to grow its developer community as well."We respect the work Yahoo has done in the realm of creating an open development platform through its Yahoo Developer network and look forward to extending this great work to an even broader base of developers," he said during a press conference discussing Microsoft's offer on Friday.The question now is how that process would unfold. Yahoo's approach to development has indeed emphasized open source. In contrast, Microsoft has a deep investment in its proprietary .NET programming framework and Visual Studio IDE (integrated development environment). It only recently began making some overtures to the open-source community.But Microsoft also boasts a vast army of loyal developers -- something that Yahoo can't necessarily claim, although it does maintain the Yahoo Developer Network. And a Yahoo purchase clearly ties into its emerging "software-plus-services" strategy for distributing online applications.This may be a case where the pieces fit to form a serendipitous whole, according to one observer."Yahoo has the most beautiful set of [APIs] in its properties," such as for the Flickr photo-sharing site, said James Governor, an analyst with Redmonk. "But frankly, it just has not done a great job of building an ecosystem. ... there's no such thing as a 'Yahoo developer.'"Yahoo's tools hold promise but really need a high-profile evangelist pushing hard behind them, Governor argued. "The first thing I would do in taking over the company would be to get someone who really understands APIs ... to me, Jon Udell -- who is now at Microsoft -- would be ideal in this role. He would be someone I would be thinking of right away," he said.While Yahoo's APIs arguably are more consumer-oriented, they could still hold value within the average corporate shop, Governor said. "There's no reason why Flickr can't have some enterprise applicability.... For the enterprise developer, it's probably not the biggest thing in the world, but it definitely offers some cool new things."But other observers said there are obstacles as well as opportunities.John Gruber, who writes about the Web and Apple at his site, daringfireball.net, sees a major architectural clash between Microsoft and Yahoo, which has an infrastructure that incorporates Linux."I don't think Microsoft has ever bought -- and maintained -- a significant software product that wasn't written against Microsoft technology," he wrote on his blog. "So there's a paradox: Technically, I can't see how Microsoft would migrate all of Yahoo to Windows servers and software. But culturally, it just isn't in Microsoft's DNA to accept and maintain all of these PHP/FreeBSD/Linux products."Robert McLaws, a .NET developer and blogger at windows-now.com, questioned the overall wisdom of the acquisition attempt, given this inconsistency. "If one of the points in buying them is their infrastructure, but their infrastructure isn't Windows, what are they buying?" he said in an interview on Monday.Yet there's no doubt that Microsoft would move to merge its tools and assets with Yahoo's, according to Greg DeMichillie, an analyst with Directions on Microsoft and a contributor to the initial design of the .NET Framework. "Anything Microsoft does, they think about it from a platform perspective," he said.The final shape of that platform is far from clear as there are substantial redundancies between the companies' services offerings. (Purely on the development front, Yahoo and Microsoft are competing within the mashup market with their Pipes and Popfly toolsets, respectively.)For developers already wedded to the Microsoft platform, the major pitfall is the "corporate indigestion" that could follow a deal, according to DeMichillie."The biggest risk to developers is that it defocuses executives from the important job of getting a Vista successor out," he said.A Microsoft spokesperson said Monday that the company would not comment beyond materials on its Web site announcing the proposed deal.
569907
InfoWorld - Microsoft has offered to buy Yahoo for around $44.6 billion in cash and shares, to better compete with Google in the market for online services.
126167
BOSTON/SEATTLE  - Yahoo Inc's  second-biggest shareholder urged Microsoft Corp  to raise its $42 billion bid for the Web pioneer and warned Yahoo it has few options other than to accept, raising pressure for them to seal a deal.