Tag Archives: search market

Microsoft’s stock has fallen 13% since its offer for Yahoo

We have read tons of stories and points of views about the potential deal between Microsoft and Yahoo over the past weeks. We guess all people did. Everything seems already being said about the deal. Yet, something interesting popped up in the news today. It turns out that Microsoft is the big loser from the situation with Yahoo’s acquisition because it has lost 13% of its market capitalization since it has announced its bid to buy Yahoo almost a month ago.

After Microsoft’s stock has fallen 13% since its offer for Yahoo, the Microsoft’s offer price seems to have also been reduced to $29 – $41.7B as of today. Yahoo shares, by contrast, closed at $29.66 on the NASDAQ on Friday, indicating that investors’ expectations are for Microsoft to raise its bid.

While the software giant’s founder and chairman has taken a back seat to CEO Steve Ballmer in the Yahoo bid, Gates wasted no time in tempering expectations if Microsoft failed in its effort to buy Yahoo.

Chairman Bill Gates said yesterday that they are not planning to raise the bid for Yahoo and called the current offer “very fair.” Instead Bill Gates said they are having plans to invest heavily — and they said they can afford it — in anything but web search to compete against Google, with or without Yahoo. Just like what we have always been thinking — it is all about Microsoft vs. Google and Yahoo was only an instrument — Gates’s statement reconfirms it: “Google is the only company with “critical mass” in Web search.”

Yet, he admits that they’d get there faster if the great engineering work that Yahoo has done and the great engineers there were part of the common effort

“There is nothing new in terms of the process. We’ve sent our letter and we’ve reinforced that we consider that it’s a very fair offer,” said Gates, who remains the public face of Microsoft, even though he plans to switch to a part-time role at the company in June to focus on his philanthropic work.

What will happen with the stock prices of both companies if a deal does not go thru? We think both companies will get punished by the public market and have their stock prices reduced. Yahoo’s hit is expected to be stronger. 

More

http://finance.yahoo.com/q?s=MSFT
http://finance.yahoo.com/q?s=yhoo
http://uk.reuters.com/article/technology-media-telco-SP/idUKN1819990520080219
http://news.zdnet.com/2100-9588_22-6231021.html
http://mashable.com/2008/02/18/bill-gates-were-not-raising-the-yahoo-bid/
http://web2innovations.com/money/2008/02/01/yes-we-were-right-yahoo-was-seriously-undervalued-microsoft-offers-446b-for-the-company-a-62-premium-over-their-value-from-yesterday/
http://web2innovations.com/money/2008/02/02/is-google-going-to-be-the-winner-from-the-microsoft-yahoo-deal/
http://web2innovations.com/money/2008/02/04/google%e2%80%99s-chief-legal-officer-vs-microsoft%e2%80%99s-general-counsel/
http://web2innovations.com/money/2008/02/08/one-after-another-the-potential-competitive-bidders-for-yahoo-drop-off-is-yahoo-going-to-surrender-to-microsoft/
http://web2innovations.com/money/2008/02/09/end-of-speculations-yahoo-rejected-microsoft%e2%80%99s-offer/
http://web2innovations.com/money/2008/02/11/yahoo%e2%80%99s-official-response-to-microsoft%e2%80%99s-offer-no/
http://web2innovations.com/money/2008/02/12/and-here-is-what-microsoft-has-to-tell-yahoo/
http://biz.yahoo.com/prnews/080211/aqm241.html
http://finance.yahoo.com/q?d=t&s=msft
http://money.cnn.com/2008/02/09/magazines/fortune/yahoo_rejects_bid_report.fortune/?postversion=2008020914
http://www.ft.com/cms/s/0/fffc1006-d5e8-11dc-bbb2-0000779fd2ac.html?nclick_check=1
http://blogs.barrons.com/techtraderdaily/2008/02/05/yahoo-the-five-scenario-analysis/
http://www.techcrunch.com/2008/02/08/yahoo-board-to-determine-fate-of-company-today/
http://www.techmeme.com/080201/p78#a080201p78
http://www.mercurynews.com/ci_8149194
http://www.businessweek.com/technology/content/feb2008/tc2008021_885192.htm?chan=rss_topStories_ssi_5
http://www.washingtonpost.com/wp-dyn/content/article/2008/02/02/AR2008020200568.html
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/02/02/MN8OUQGNB.DTL&type=tech
http://kara.allthingsd.com/20080201/microsoft-to-yahoo-two-days-to-respond-or-else/
http://www.alleyinsider.com/2008/02/hold-everything-we-may-get-another-yhoo-bidder.html
http://www.techcrunch.com/2008/02/01/what-would-a-combined-microsoft-yahoo-look-like/
http://www.techcrunch.com/2008/02/01/ballmers-internal-e-mail-to-the-troops-explaining-the-yahoo-acquisition/
http://www.techcrunch.com/2008/02/02/news-corp-scrambles-to-bid-for-yahoo/
http://www.alleyinsider.com/2008/02/microsoft-yahoo-combined-financials.html
http://www.informationweek.com/news/showArticle.jhtml?articleID=206107168
http://mashable.com/2008/02/10/yahoo-aol-merger/
http://www.techcrunch.com/2008/02/10/wait-yahoo-and-aol-i-was-looking-forward-to-something-moreintelligent/
http://www.techcrunch.com/2008/02/09/microsofts-80-billion-and-growing-yahoo-headache/
http://web2innovations.com/money/2008/02/09/end-of-speculations-yahoo-rejected-microsoft%e2%80%99s-offer

And here is what Microsoft has to tell Yahoo!

The saga continues. Following the firm “NO” of Yahoo as of yesterday, Microsoft has put up today an official press release responding to the Yahoo!’s NO with “Reiterates Full and Fair Proposal for Microsoft-Yahoo! Combination”

REDMOND, Wash., Feb. 11 — Microsoft Corp. (Nasdaq: MSFT) today issued the following statement in response to the announcement by Yahoo! Inc. (Nasdaq: YHOO) that its Board of Directors has rejected Microsoft’s previously announced proposal to acquire Yahoo!:

It is unfortunate that Yahoo! has not embraced our full and fair proposal to combine our companies. 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. We are offering shareholders superior value and the opportunity to participate in the upside of the combined company. The combination also offers an increasingly exciting set of solutions for consumers, publishers and advertisers while becoming better positioned to compete in the online services market. A Microsoft-Yahoo! combination will create a more effective company that would provide greater value and service to our customers. Furthermore, the combination will create a more competitive marketplace by establishing a    compelling number two competitor for Internet search and online advertising. The Yahoo! response does not change our belief in the strategic and financial merits of our proposal. As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.

On February 1, 2008, Microsoft announced a proposal to acquire all the outstanding shares of Yahoo! common stock for per share consideration of $31 representing a total equity value of approximately $44.6 billion and a 62 percent premium above the closing price of Yahoo! common stock based on the closing prices of the stocks of both companies on Jan. 31, 2008, the last day of trading prior to Microsoft’s announcement. Microsoft’s proposal would allow the Yahoo! shareholders to elect to receive cash or a fixed number of shares of Microsoft common stock, with the total consideration payable to Yahoo! shareholders consisting of one-half cash and one-half Microsoft common stock.

About Microsoft

Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This material is not a substitute for the prospectus/proxy statement Microsoft Corporation would file with the SEC if an agreement between Microsoft Corporation and Yahoo! Inc. is reached or any other documents which Microsoft Corporation may file with the SEC and send to Yahoo! shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF YAHOO! INC. ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of any documents filed with the SEC by Microsoft Corporation through the web site maintained by the SEC. Free copies of any such documents can also be obtained by directing a request to Investor Relations Department, Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399.

Microsoft Corporation and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Microsoft Corporation’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended June 30, 2007, which was filed with the SEC on August 8, 2007, and its proxy statement for its 2007 annual meeting of shareholders, which was filed with the SEC on September 29, 2007. Other information regarding the participants in a proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement filed in connection with the proposed transaction.

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as Microsoft Corporation’s ability to achieve the synergies and value creation contemplated by the proposed transaction, Microsoft Corporation’s ability to promptly and effectively integrate the businesses of Yahoo! Inc. and Microsoft Corporation, the timing to consummate the proposed transaction and any necessary actions to obtain required regulatory approvals, and the diversion of management time on transaction-related issues. For further information regarding risks and uncertainties associated with Microsoft Corporation’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft Corporation’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft Corporation’s Investor Relations department at (800) 285-7772 or at Microsoft Corporation’s website at http://www.microsoft.com/msft.

All information in this communication is as of the date hereof. Microsoft Corporation undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

While reading over different blogs and news stories we came across an interesting view.

Some experts do not accept the fact that people think Yahoo has little to no options left but to accept Microsoft’s offer. The first group says it is not true – Yahoo is having plenty of options to pursue.

It seems like the most obvious “option” would be for Yahoo to ship great products and radically improve the experience of its customers — this is essentially the process the executive team was busy with before this unsolicited bid came on the scene.

While it may be hard for some to imagine that Yahoo would suddenly get its groove back, Apple fought back from a much worse position (remember $6/share?). For all the posturing on both sides, the real underlying question is which ownership configuration would create the most value for customers and communities on a long term run. It would be tragic for a myopic push for short-term shareholder value (and/or acquisition price) to eclipse that more fundamental discussion.
If Yahoo is “massively undervalued,” it’s because its board believes that an independent company has much more long term potential than a combined company would. Microsoft clearly disagrees, and on a financial basis, their “premium” looks impressive, but imagine the world if Microsoft had swooped in and purchased Apple when they were hurting at $6/share… Would that be a better world?

That’s the question we should all be asking — not what sale price is fair.

On the other hand other people claim that Yahoo’s execs had enough time to prove themselves. That said the similarity with Apple ends at comparison of share price. Apple grew their customer base as a result of their actions and that ultimately led to their resurgence. Even though it wasn’t long ago, it was a different time, different place, different environment, and ultimately different people.

If there is a clear monetization plan for products that bring value over what MS is offering, then the Yahoo team should bring that front and center. It sounds as though the Yahoo exec team is saying “just give us more time, and we’ll get it figured out”.

Given how long they’ve been in play, I think the confidence from shareholders in this team to execute on a plan that brings more value than a MS merger is a tough sell right now.

If one takes a look from different perspective if Yahoo! thinks for itself of being “massively undervalued” then it turns out that Yahoo thinks the market was wrong. Some are even going further by asking is Yahoo! arrogant? ‘Massively undervalued’ – Compared to what? Are they that arrogant that they claim that the ‘actual value’ of the company is ANYTHING else than the value assigned by the stock market? It is pretty ballsy to claim that a bid 30% over market value is an under valuation and could basically mean ‘Our company is worth more but we are so bad at making the value visible that no one understands it’

Some of these thoughts were shared with the public on one of the popular tech blogs and credits were to be given if the commentators were not anonymous.

More

http://web2innovations.com/money/2008/02/11/yahoo%e2%80%99s-official-response-to-microsoft%e2%80%99s-offer-no/
http://biz.yahoo.com/prnews/080211/aqm241.html
http://finance.yahoo.com/q?s=yhoo
http://finance.yahoo.com/q?d=t&s=msft
http://money.cnn.com/2008/02/09/magazines/fortune/yahoo_rejects_bid_report.fortune/?postversion=2008020914
http://www.ft.com/cms/s/0/fffc1006-d5e8-11dc-bbb2-0000779fd2ac.html?nclick_check=1
http://blogs.barrons.com/techtraderdaily/2008/02/05/yahoo-the-five-scenario-analysis/
http://www.techcrunch.com/2008/02/08/yahoo-board-to-determine-fate-of-company-today/
http://web2innovations.com/money/2008/02/02/is-google-going-to-be-the-winner-from-the-microsoft-yahoo-deal/
http://web2innovations.com/money/2008/02/04/google%e2%80%99s-chief-legal-officer-vs-microsoft%e2%80%99s-general-counsel/
http://web2innovations.com/money/2008/02/01/yes-we-were-right-yahoo-was-seriously-undervalued-microsoft-offers-446b-for-the-company-a-62-premium-over-their-value-from-yesterday/
http://www.techmeme.com/080201/p78#a080201p78
http://www.mercurynews.com/ci_8149194
http://www.businessweek.com/technology/content/feb2008/tc2008021_885192.htm?chan=rss_topStories_ssi_5
http://www.washingtonpost.com/wp-dyn/content/article/2008/02/02/AR2008020200568.html
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/02/02/MN8OUQGNB.DTL&type=tech
http://kara.allthingsd.com/20080201/microsoft-to-yahoo-two-days-to-respond-or-else/
http://www.alleyinsider.com/2008/02/hold-everything-we-may-get-another-yhoo-bidder.html
http://www.techcrunch.com/2008/02/01/what-would-a-combined-microsoft-yahoo-look-like/
http://www.techcrunch.com/2008/02/01/ballmers-internal-e-mail-to-the-troops-explaining-the-yahoo-acquisition/
http://www.techcrunch.com/2008/02/02/news-corp-scrambles-to-bid-for-yahoo/
http://www.alleyinsider.com/2008/02/microsoft-yahoo-combined-financials.html
http://web2innovations.com/money/2008/02/08/one-after-another-the-potential-competitive-bidders-for-yahoo-drop-off-is-yahoo-going-to-surrender-to-microsoft/
http://www.informationweek.com/news/showArticle.jhtml?articleID=206107168
http://mashable.com/2008/02/10/yahoo-aol-merger/
http://www.techcrunch.com/2008/02/10/wait-yahoo-and-aol-i-was-looking-forward-to-something-moreintelligent/
http://www.techcrunch.com/2008/02/09/microsofts-80-billion-and-growing-yahoo-headache/
http://web2innovations.com/money/2008/02/09/end-of-speculations-yahoo-rejected-microsoft%e2%80%99s-offer

Yahoo’s official response to Microsoft’s offer: NO!

After we reported the strong NO of Yahoo! to Microsoft over the weekend (Saturday) here is the official response of the Yahoo!’s board of directors.

Yahoo! Board of Directors Says Microsoft’s Proposal Substantially Undervalues Yahoo!

SUNNYVALE, Calif., Feb 11, 2008 — Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company, today said the Yahoo! Board of Directors has carefully reviewed Microsoft’s unsolicited proposal with Yahoo!’s management team and financial and legal advisors and has unanimously concluded that the proposal is not in the best interests of Yahoo! and our stockholders.

After careful evaluation, the Board believes that Microsoft’s proposal substantially undervalues Yahoo! including our global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as our substantial unconsolidated investments. The Board of Directors is continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for all stockholders.

Goldman, Sachs & Co., Lehman Brothers and Moelis & Company are acting as financial advisors to Yahoo!. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Yahoo!, and Munger Tolles & Olson LLP is acting as counsel to the outside directors of Yahoo!.

About Yahoo! Inc.

Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and developers by creating indispensable experiences built on trust. Yahoo! is headquartered in Sunnyvale, California. For more information, visit pressroom.yahoo.com.

Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.

Meanwhile speculations and rumors about potential major merger between Yahoo! and AOL emerged today. This appears to us to be more as incentive for Microsoft to increase its offer for Yahoo! rather than anything real behind. We see little to no synergies between Yahoo! and AOL, aside a few such as instant messaging or the combined eyeballs and the potential deal does not address the major problem of Yahoo!, which is Google.

More

http://money.cnn.com/2008/02/09/magazines/fortune/yahoo_rejects_bid_report.fortune/?postversion=2008020914
http://www.ft.com/cms/s/0/fffc1006-d5e8-11dc-bbb2-0000779fd2ac.html?nclick_check=1
http://blogs.barrons.com/techtraderdaily/2008/02/05/yahoo-the-five-scenario-analysis/
http://www.techcrunch.com/2008/02/08/yahoo-board-to-determine-fate-of-company-today/
http://web2innovations.com/money/2008/02/02/is-google-going-to-be-the-winner-from-the-microsoft-yahoo-deal/
http://web2innovations.com/money/2008/02/04/google%e2%80%99s-chief-legal-officer-vs-microsoft%e2%80%99s-general-counsel/
http://web2innovations.com/money/2008/02/01/yes-we-were-right-yahoo-was-seriously-undervalued-microsoft-offers-446b-for-the-company-a-62-premium-over-their-value-from-yesterday/
http://www.techmeme.com/080201/p78#a080201p78
http://www.mercurynews.com/ci_8149194
http://www.businessweek.com/technology/content/feb2008/tc2008021_885192.htm?chan=rss_topStories_ssi_5
http://www.washingtonpost.com/wp-dyn/content/article/2008/02/02/AR2008020200568.html
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/02/02/MN8OUQGNB.DTL&type=tech
http://kara.allthingsd.com/20080201/microsoft-to-yahoo-two-days-to-respond-or-else/
http://www.alleyinsider.com/2008/02/hold-everything-we-may-get-another-yhoo-bidder.html
http://www.techcrunch.com/2008/02/01/what-would-a-combined-microsoft-yahoo-look-like/
http://www.techcrunch.com/2008/02/01/ballmers-internal-e-mail-to-the-troops-explaining-the-yahoo-acquisition/
http://www.techcrunch.com/2008/02/02/news-corp-scrambles-to-bid-for-yahoo/
http://www.alleyinsider.com/2008/02/microsoft-yahoo-combined-financials.html
http://web2innovations.com/money/2008/02/08/one-after-another-the-potential-competitive-bidders-for-yahoo-drop-off-is-yahoo-going-to-surrender-to-microsoft/
http://www.informationweek.com/news/showArticle.jhtml?articleID=206107168
http://mashable.com/2008/02/10/yahoo-aol-merger/
http://www.techcrunch.com/2008/02/10/wait-yahoo-and-aol-i-was-looking-forward-to-something-moreintelligent/
http://www.techcrunch.com/2008/02/09/microsofts-80-billion-and-growing-yahoo-headache/
http://web2innovations.com/money/2008/02/09/end-of-speculations-yahoo-rejected-microsoft%e2%80%99s-offer

End of speculations: Yahoo rejected Microsoft’s offer

Internet giant Yahoo’s board has decided to reject Microsoft’s takeover bid, saying its 44.6 billion dollar offer “massively undervalues” Yahoo, the Wall Street Journal reported earlier today.

Yahoo’s board also believes the Microsoft offer, at 31 dollars per share, does not account for risks facing Yahoo if it pursues a deal that might be ultimately blocked by government regulators.

“Yahoo’s board believes that Microsoft’s is trying to take advantage of the recent weakness in the company’s share price to ‘steal’ the company,” the board further said.

“Yahoo’s board appears to be betting that Microsoft doesn’t want to ‘go hostile’ and try to acquire the company against the wishes of management and the board,” it also said.

Reports today lacked some facts, but they are not totally off mark. A couple of days ago we were researching online for information and commentaries on the scenarios most possible for the outcome of the Microsoft/Yahoo deal and Citigroup’s Mark Mahaney has speculated with several possible roads for Yahoo to take. Aside other speculative scenarios he played with 40% (the highest) weight was given for the chance Yahoo rejecting the Microsoft’s offer with the only mission to have the offer increased with a few dollars per share, which according to him is the most likely outcome. He was right but is he also right for the reason Yahoo is today rejecting the Microsoft’s bid.

Is there any chance for Microsoft to increase its offer?

On February 1 Microsoft unveiled its 44.6 billion dollar offer to take over Yahoo, in an effort to merge the world’s biggest software company with a major Internet player to take on search and advertising juggernaut Google.

Microsoft proposed 31 dollars per share to Yahoo’s board, a 62 percent premium above its closing price the previous day.

Microsoft said a combination of the companies would lead to cost savings of a billion dollars per year.

But Yahoo chief executive Jerry Yang sent a message to employees on Wednesday, assuring them the firm’s leaders were exploring ways to avoid a Microsoft takeover.

“Our board is thoughtfully evaluating a wide range of potential strategic alternatives in what is a complex and evolving landscape,” Yang wrote in the email.

“What’s become clear in the past few days is how much people care about this company. I’ve heard from many of you, and from other friends and colleagues from around Silicon Valley and across the globe, that we need to do what’s best for Yahoo and our shareholders.”

Google earlier condemned Microsoft’s effort as an attack on the very independence of the Internet.

“Microsoft’s hostile bid for Yahoo raises troubling questions,” said David Drummond, Google’s senior vice president for corporate development and chief legal officer, in a statement Sunday.

“This is about more than simply a financial transaction, one company taking over another. It’s about preserving the underlying principles of the Internet: openness and innovation.”

Update: A few people asked us why the logo of Microsoft/Google appears on the story and not a combined one of Microsoft/Yahoo? Because it is all about the battle between Microsoft and Google and Yahoo! appears to be an instrument. Congrats to Yahoo! though for firmly opposing the MS’s hostile bid!

 

More

http://money.cnn.com/2008/02/09/magazines/fortune/yahoo_rejects_bid_report.fortune/?postversion=2008020914
http://www.ft.com/cms/s/0/fffc1006-d5e8-11dc-bbb2-0000779fd2ac.html?nclick_check=1
http://blogs.barrons.com/techtraderdaily/2008/02/05/yahoo-the-five-scenario-analysis/
http://www.techcrunch.com/2008/02/08/yahoo-board-to-determine-fate-of-company-today/
http://web2innovations.com/money/2008/02/02/is-google-going-to-be-the-winner-from-the-microsoft-yahoo-deal/
http://web2innovations.com/money/2008/02/04/google%e2%80%99s-chief-legal-officer-vs-microsoft%e2%80%99s-general-counsel/
http://web2innovations.com/money/2008/02/01/yes-we-were-right-yahoo-was-seriously-undervalued-microsoft-offers-446b-for-the-company-a-62-premium-over-their-value-from-yesterday/
http://www.techmeme.com/080201/p78#a080201p78
http://www.mercurynews.com/ci_8149194
http://www.businessweek.com/technology/content/feb2008/tc2008021_885192.htm?chan=rss_topStories_ssi_5
http://www.washingtonpost.com/wp-dyn/content/article/2008/02/02/AR2008020200568.html
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/02/02/MN8OUQGNB.DTL&type=tech
http://kara.allthingsd.com/20080201/microsoft-to-yahoo-two-days-to-respond-or-else/
http://www.alleyinsider.com/2008/02/hold-everything-we-may-get-another-yhoo-bidder.html
http://www.techcrunch.com/2008/02/01/what-would-a-combined-microsoft-yahoo-look-like/
http://www.techcrunch.com/2008/02/01/ballmers-internal-e-mail-to-the-troops-explaining-the-yahoo-acquisition/
http://www.techcrunch.com/2008/02/02/news-corp-scrambles-to-bid-for-yahoo/
http://www.alleyinsider.com/2008/02/microsoft-yahoo-combined-financials.html
http://web2innovations.com/money/2008/02/08/one-after-another-the-potential-competitive-bidders-for-yahoo-drop-off-is-yahoo-going-to-surrender-to-microsoft/
http://www.informationweek.com/news/showArticle.jhtml?articleID=206107168


 

One after another the potential competitive bidders for Yahoo drop off; is Yahoo going to surrender to Microsoft?

A few days ago we were trying to analyze who is going to eventually make a counter offer to match or outbid the Microsoft’s $46B offer for Yahoo!.

By that time multiple sources were reporting counter offers are in preparation by competitive bidders trying to snatch Yahoo! before Microsoft does it. We then exclude Google from the list of potential bidders for Yahoo! because some experts cited a 75 percent market share in the paid-search advertising market worldwide if Google/Yahoo deal happens and therefore Google is prevented by antitrust laws from buying Yahoo.

Another rumor was that a big private equity firm from New York is going to enter the bidding war for Yahoo!. No more news for that mystical white knight from New York has ever appeared publicly, so we put that aside. 

Another potential bidder being rumored on a few blogs was the New York-based Quadrangle Partners. Yahoo’s former president, Dan Rosensweig recently joined the firm to open the Silicon Valley office and Quadrangle also has deep media expertise. Yahoo! is after all more like a major media company with Internet nuance rather than pure technology company like, for example, Google.

Nothing happened here and we can clearly erase that bidder from the list too.

Other sources were reporting that News Corp is also frantically trying to put together a competing bid, with the help of private equity firms. This makes sense, given News Corp’s previous interest in trading MySpace for a big Yahoo equity stake. News Corp can’t afford to do the whole deal, but it could certainly provide some funding in exchange for some equity.

Nothing happened here too so we do assume News Corp has given up to fight for Yahoo! – Microsoft has simply put the price tag too high and is effectively preventing other players from offering anything even nearly close to their bid.

Today we learn that Softbank, the Japanese telecommunications and internet group, yesterday said it had no intention of selling its 41 per cent stake in Yahoo Japan after Microsoft’s bid for Yahoo. They also stated they have no intention of selling our Yahoo Japan stake. Mr. Masayoshi Son also said that Softbank, which owns 3.9 per cent of Yahoo, had no plans to take part in a counter-bid for the US company, which owns 33 per cent of Yahoo Japan.

Japan, by the way, is one of the few markets in which Yahoo remains the dominant search engine. Yahoo Japan also operates the country’s leading auction site Ebay.

Clearly Softbank is out of the game too. Anyone else? We hear and read nobody is proposing any counter bid for Yahoo!, so we have only Microsoft left in the game. A few days ago Citigroup’s Mark Mahaney has speculated with several possible roads for Yahoo to take. Aside other speculative scenarios he played with 40% (the highest) weight was given for the chance Yahoo rejecting the Microsoft’s offer with the only mission to have the offer increased with a few dollars per share, which according to him is the most likely outcome.

We have read over a few blogs that Yahoo has scheduled a special board of directors meeting on Friday, which we guess is to finally decide on what the company’s course is going to be. After a though week of dramatic events and speculations, it’s clear that no one is going to step in with a competing acquisition so we are getting nearer to witness a major deal between Microsoft and Yahoo!.  We guess we all learn more in the next few days.

Update: A few people asked us why the logo of Microsoft/Google appears on the story and not a combined one of Microsoft/Yahoo? Because it is all about the battle between Microsoft and Google and Yahoo! appears to be an instrument. Congrats to Yahoo! though for firmly opposing the MS’s hostile bid!

 

More

http://www.ft.com/cms/s/0/fffc1006-d5e8-11dc-bbb2-0000779fd2ac.html?nclick_check=1
http://blogs.barrons.com/techtraderdaily/2008/02/05/yahoo-the-five-scenario-analysis/
http://www.techcrunch.com/2008/02/08/yahoo-board-to-determine-fate-of-company-today/
http://web2innovations.com/money/2008/02/02/is-google-going-to-be-the-winner-from-the-microsoft-yahoo-deal/
http://web2innovations.com/money/2008/02/04/google%e2%80%99s-chief-legal-officer-vs-microsoft%e2%80%99s-general-counsel/
http://web2innovations.com/money/2008/02/01/yes-we-were-right-yahoo-was-seriously-undervalued-microsoft-offers-446b-for-the-company-a-62-premium-over-their-value-from-yesterday/
http://www.techmeme.com/080201/p78#a080201p78
http://www.mercurynews.com/ci_8149194
http://www.businessweek.com/technology/content/feb2008/tc2008021_885192.htm?chan=rss_topStories_ssi_5
http://www.washingtonpost.com/wp-dyn/content/article/2008/02/02/AR2008020200568.html
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/02/02/MN8OUQGNB.DTL&type=tech
http://kara.allthingsd.com/20080201/microsoft-to-yahoo-two-days-to-respond-or-else/
http://www.alleyinsider.com/2008/02/hold-everything-we-may-get-another-yhoo-bidder.html
http://www.techcrunch.com/2008/02/01/what-would-a-combined-microsoft-yahoo-look-like/
http://www.techcrunch.com/2008/02/01/ballmers-internal-e-mail-to-the-troops-explaining-the-yahoo-acquisition/
http://www.techcrunch.com/2008/02/02/news-corp-scrambles-to-bid-for-yahoo/
http://www.alleyinsider.com/2008/02/microsoft-yahoo-combined-financials.html

Google’s Chief Legal Officer vs. Microsoft’s General Counsel

An interesting virtual war is taking place on Web right now caused by the Microsoft’s bid for Yahoo!. It appears Google cannot (or they don’t want to) enter the bidding war for Yahoo! due to many reasons; one of them seems to be the antitrust law complications that might arise from potential market dominance in the search market. Another reason could be that Google does not need Yahoo but does not want to let Microsoft own it. Yet it did not stop David Drummond, Senior Vice President, Corporate Development and Chief Legal Officer to attack Microsoft about openness and the competition on Internet. David pointed out that the combined entity is going to have a dominant role on the IM and the email markets in US. By contrast, Microsoft has replied that deal between Microsoft and Yahoo is going to create competition since Google is the dominant player on both the search and web advertising markets. From the two statements below it becomes clear enough that it is all about Microsoft vs. Google and Yahoo is just a company to be used by Microsoft in their on going battle with Google for the leading position on Internet. Both companies seem right and not really the same time. Google barking at Microsoft about openness and compositeness is quite strange taking into consideration their unprecedented dominancy on the search and advertising market online. The same time Microsoft talking about openness, innovation, and the protection of privacy on the Internet sounds quite the same to me – unserious. Read below and decide for yourself who is right and who is wrong. 

Below is what Google said on their official blog.

The openness of the Internet is what made Google — and Yahoo! — possible. A good idea that users find useful spreads quickly. Businesses can be created around the idea. Users benefit from constant innovation. It’s what makes the Internet such an exciting place.

So Microsoft’s hostile bid for Yahoo! raises troubling questions. This is about more than simply a financial transaction, one company taking over another. It’s about preserving the underlying principles of the Internet: openness and innovation.

Could Microsoft now attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC? While the Internet rewards competitive innovation, Microsoft has frequently sought to establish proprietary monopolies — and then leverage its dominance into new, adjacent markets.

Could the acquisition of Yahoo! allow Microsoft — despite its legacy of serious legal and regulatory offenses — to extend unfair practices from browsers and operating systems to the Internet? In addition, Microsoft plus Yahoo! equals an overwhelming share of instant messaging and web email accounts. And between them, the two companies operate the two most heavily trafficked portals on the Internet. Could a combination of the two take advantage of a PC software monopoly to unfairly limit the ability of consumers to freely access competitors’ email, IM, and web-based services? Policymakers around the world need to ask these questions — and consumers deserve satisfying answers.

This hostile bid was announced on Friday, so there is plenty of time for these questions to be thoroughly addressed. We take Internet openness, choice and innovation seriously. They are the core of our culture. We believe that the interests of Internet users come first — and should come first — as the merits of this proposed acquisition are examined and alternatives explored.

Statement from Brad Smith, General Counsel, Microsoft

The combination of Microsoft and Yahoo! will create a more competitive marketplace by establishing a compelling number two competitor for Internet search and online advertising. The alternative scenarios only lead to less competition on the Internet.

Today, Google is the dominant search engine and advertising company on the Web. Google has amassed about 75 percent of paid search revenues worldwide and its share continues to grow. According to published reports, Google currently has more than 65 percent search query share in the U.S. and more than 85 percent in Europe. Microsoft and Yahoo! on the other hand have roughly 30 percent combined in the U.S. and approximately 10 percent combined in Europe.

Microsoft is committed to openness, innovation, and the protection of privacy on the Internet. We believe that the combination of Microsoft and Yahoo! will advance these goals.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Microsoft Corp. plans to file with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus and other documents regarding the proposed transaction. The definitive proxy statement/prospectus will be mailed to shareholders of Yahoo! Inc. INVESTORS AND SECURITY HOLDERS OF YAHOO! INC. ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Microsoft Corp. through the Web site maintained by the SEC at sec.gov. Free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to Investor Relations Department, Microsoft Corp., One Microsoft Way, Redmond, Wash. 98052-6399.

Microsoft Corp. and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Microsoft Corp.’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended June 30, 2007, which was filed with the SEC on Aug. 8, 2007, and its proxy statement for its 2007 annual meeting of shareholders, which was filed with the SEC on Sept. 29, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Who is David C. Drummond?

David C. Drummond is Senior Vice President, Corporate Development and Chief Legal Officer

David Drummond joined Google in 2002, initially as vice president of corporate development. Today as senior vice president and chief legal officer, he leads Google’s global teams for legal, government relations, corporate development (M&A and investment projects) and new business development (strategic partnerships and licensing opportunities).

David was first introduced to Google in 1998 as a partner in the corporate transactions group at Wilson Sonsini Goodrich and Rosati, one of the nation’s leading law firms representing technology businesses. He served as Google’s first outside counsel and worked with Larry Page and Sergey Brin to incorporate the company and secure its initial rounds of financing. During his tenure at Wilson Sonsini, David worked with a wide variety of technology companies to help them manage complex transactions such as mergers, acquisitions and initial public offerings.

David earned his bachelor’s degree in history from Santa Clara University and his JD from Stanford Law School.

Who is Brad Smith?

Brad Smith is Microsoft’s Senior Vice President, General Counsel and Corporate Secretary. He leads the company’s Department of Legal and Corporate Affairs, which is responsible for all legal work and for government, industry and community affairs activities.

Smith has played a leading role at Microsoft on intellectual property, competition law, and other Internet legal and public policy issues. He is also the company’s chief compliance officer. Since becoming general counsel in 2002, he has overseen numerous negotiations with governments and other companies, including Microsoft’s 2002 antitrust settlement with state attorneys general, its 2002 data privacy negotiations with the Federal Trade Commission and European Commission, and agreements to address antitrust or IP issues with Time Warner, Sun Microsystems, RealNetworks, IBM and Novell.

Smith is responsible for Microsoft’s intellectual property work, including all of its IP portfolio, licensing and public policy activities. He has helped spearhead the growth in the company’s patent portfolio and the launch of global campaigns to bring enforcement actions against those engaged in software piracy and counterfeiting and against viruses, spyware and other threats to Internet safety. He is also responsible for the expansion of Microsoft’s citizenship and philanthropic activities, work to revise its contracts to make them more customer-friendly, and the strengthening of legal compliance programs, issuing Standards of Business Conduct for all Microsoft employees and creating an Office of Legal Compliance.

Smith previously worked for five years as Deputy General Counsel for Worldwide Sales, and before that, he spent three years managing the company’s European Law and Corporate Affairs group, based in Paris. Before joining Microsoft, he was a partner at Covington & Burling, having worked in the firm’s Washington, D.C. and London offices and represented a number of companies in the computing industry.

Smith graduated summa cum laude from Princeton University, where he received the Class of 1901 Medal, the Dewitt Clinton Poole Memorial Prize, and the Harold Willis Dodds Achievement Award, the highest award given to a graduating senior at commencement. He was a Harlan Fiske Stone Scholar at the Columbia University School of Law, where he received the David M. Berger Memorial Award. He also studied international law and economics at the Graduate Institute of International Studies in Geneva, Switzerland.

He has written numerous articles regarding international intellectual property and electronic commerce issues, and has served as a lecturer at the Hague Academy of International Law.

More

http://googleblog.blogspot.com/2008/02/yahoo-and-future-of-internet.html
http://www.microsoft.com/presspass/press/2008/feb08/02-03Statement.mspx?rss_fdn=Press%20Releases
http://www.google.com/corporate/execs.html
http://www.microsoft.com/presspass/exec/bradsmith/default.mspx
http://www.techcrunch.com/2008/02/03/google-cries-wolf-on-microsoft-yahoo-deal-irony-comes-up-blank-in-google-search/
http://www.techcrunch.com/2008/02/03/can-google-still-claim-to-be-david-to-microsofts-goliath-no/