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Yahoo says no to Microsoft: what's next?

By | February 9, 2008, 11:18am PST

Summary: News of this has just come down, less than 1/2 hour ago: that the Yahoo! Board of Directors (that’s CEO Jerry Yang) has voted to reject Microsoft’s $31 a share bid as inadequate. Seems as though they would take nothing under $40. The point now is, how did Yahoo!’s stock get so low that a company [...]

News of this has just come down, less than 1/2 hour ago: that the Yahoo! Board of Directorsjerryyang.jpg (that’s CEO Jerry Yang) has voted to reject Microsoft’s $31 a share bid as inadequate.

Seems as though they would take nothing under $40.

The point now is, how did Yahoo!’s stock get so low that a company takeover could be within the means for Microsoft, News Corp., or even a private equity consortium to pull off?

I have to blame some of this predicament on the same Board of Directors.

Although the Board is not entirely constituted now as it has been, they erringly countenanced the hiring and regime of Terry Semel.

Terry was and is an old-style Hollywood dealmaker. He didn’t seem to understand the critical imperative of pouncing on available, revenue-enhancing Internet properties such as YouTube and Facebook.

People such as Terry are more oriented toward due diligence when these acquisition opportunities come up. That is advisable in the cinematic world, but not in the world we Internet types inhabit.

He never got that, and the Board and founders (Jerry Yang and David Filo) frankly let him waddle around too long.

Meanwhile, the broadband content deals Semel did pursue and pull off were not transformative for a company competing against the freewheeling, risk-taking culture of Google.

So the takeaway here is that a calcified company such as Yahoo! has been losing on so many fronts to a non-calcified, non-bureaucratic company such as Google.

And the circumstances of all this misprioritization, analysis-paralysis and all is that the stock has dipped to a place of takeover vulnerability.

I don’t see MSFT bidding at $40, no. $35 maybe, but no higher.

What do you think will happen?

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Russell Shaw

http://blogs.zdnet.com/ip-telephony/?page_id=1879

Biography

Russell Shaw

Russell Shaw passed away in March 2008. He was an enterprise computing journalist, analyst and author based in Portland, Oregon. A specialist in open source architectures and strategies, Microsoft applications, wireless networking, and multimedia content creation, Russell covered these fields regularly for several IT, business and consumer publications, including Investor's Business Daily and the syndicated IT news site NewsFactor.com.

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Due diligence?
mattflaschen 11th Feb 2008
"That is advisable in the cinematic world, but not in the world we Internet types inhabit."

Oh, really? Well, Time Warner certainly doesn't seem to have any regrets (http://www.informationweek.com/news/showArticle.jhtml?articleID=206105189). I can't believe the same old "New economy" BS is cropping up again.
rise to over 60 billion. Microsoft is desperate.
Google. They are obviously very very fearful about Microsoft getting Yahoo and feeling insecure with what would still be a huge marketshare advantage.


For a company that very arrogantly said Microsoft technology belongs under a glass case in a museum, 3 years ago or more no less, is suddenly showing their hand and how afraid they really are of Microsoft.

Since Google has only one business model, with all other attempts at doing online software doing nothing but failing miserably, they have reason to be very afraid and guess who is also very afraid. Yep, Google's biggest fan. He's taking his fear and trying to apply it to Microsoft, who really doesn't care if they get Yahoo or not while privately scared witless.


Donnie, you and Schmidt need to get brown paper bags and breath in...breath out.....it'll help take away those panic attacks. wink
They might never see the money, but it would be well worth it.
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Actually, this would be the best thing for Google.
TripleII-21189418044173169409978279405827 10th Feb 2008
and as a side effect, every other single competitor that exists. If you spend almost all of your cash reserves to buy your way into a distant second place, MS will severely curtail their ability to buy into the other key areas. Xbox made money for once, Zune isn't, I could see the wisdom of an Amazon-Zune alliance. How about mobile. MS is now 2 years behind the next mobile OS to compete this gPhone/OS, iPhone, etc. If they wait that long, they are toast. Who can't they buy to get into that market in a serious way?

If you add in the severe price pressure on both Office and IIS (not so much desktop in the US, but some elsewhere), the bottom line I see if MS buying themselves into a corner they may not get out of. I just don't see what buying Yahoo does for MS, neither can the shareholders, neither do many market experts, and therefore Google is probably all in favor of this deal.

I think Google is jacking with MS, and what is the best way to get Balmer to do what Google wants, make it look like they are violently opposed and bait Balmer's ego.

Besides, even if you take a BEST case scenario, Yahoo wants to be bought, it will take well over a year before the companies can actually merge (the nuts and bolts), leaving a year for other avenues they COULD use that money for lost.

TripleII

P.S. Toss in the fact that MS decided to borrow the money instead of an outright purchase, now you have the added expense of a few $billion interest per year.
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Yahoo knows that many of its users would migrate to Google if they said yes. The latest changes in my Yahoo have made my like the simplicity of my google pages. AT&T had Yahoo put too many distracting type ads on the pages and mail. I am pretty sure that other feel the same from what I saw when these Yahoo changes started.
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Leverage
D T Schmitz 9th Feb 2008
Who can leverage that amount of money? Too few domestic companies would risk it, however, overseas is another story--pleanty of concerns have come to 'bail-out' Banks who were/are on the cusp of insolvency due to the sub-prime Mortage debacle.

An outsourcing deal with Google is looking more like a possibility. Some kind of interim funding would have to be provided to keep that idea 'afloat' until it passes muster with Anti-Trust oversight which could take quite some time if not become protracted.

It makes most sense that Google become an outsourcer as opposed to an outright acquisition. They, Google, as 'open-sourcers' can help Yahoo! get back on their feet without directly interfering with company BOD objectives.
but I guess that is Yahoo's business right. Less choice, less privacy. I guess I'll use scroogle.com then.
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They should drop it (it would be in their best interest), but there are too many large egos involved to make this likely. Looks for MS to start quietly buying up shares in preparation for a proxy fight.
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anti trust issues, but i wonder if they would attempt to buy enough shares to hold a position that could hold some control, if it were allowed.
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Quietly
Yagotta B. Kidding 9th Feb 2008
Looks for MS to start quietly buying up shares in preparation for a proxy fight.

Not an option given SEC rules.

Does anyone know if Yahoo has a poison pill provision?
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Poison Pill Provision
D T Schmitz 9th Feb 2008
FYI

..."In March 2001, Yahoo adopted a "stockholder rights plan" under which if anyone buys 15 percent or more of its stock -- aside from an agreed bid -- shareholders have the right to buy extra shares, according to a filing at the time.

"Because the rights may substantially dilute the stock ownership of a person or group attempting to take us over without the approval of our Board of Directors, our rights plan could make it more difficult for a third party to acquire us (or a significant percentage of our outstanding capital stock) without first negotiating with our Board of Directors regarding that acquisition," according to a Yahoo filing from 2007..."
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Yahoo will be able to coast on this controversy for a while. As people expect Microsoft to act, the price of the stock will remain artificially inflated. As people begin to forget about it, Yahoo's stock price will start dropping back down to around $20. Microsoft just has to be only marginally patient and then start buying it up.
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If MS is so desperate
hickum 9th Feb 2008
why did they wait until Yahoo was cratering to buy them? A desperate buyer pays top dollar and wants it now. They don't bargain hunt. If the market really doesn't think the deal will go through, watch Yahoo's stock plummet back downwards just like the rest of the market has in general the past month. Then we'll see how long the board holds out. MS's only real "fear" (which isn't much of one at all) in terms of the buyout is, if Yahoo is that anti-management, perhaps they would take a lower buyout offer from someone else. More likely, they'll partner with someone like Google though.

That will work well for Google, because the partnership really won't solve any of Yahoo's problems long term. It may get shareholders off of Yang's back for a year, but unless he shows he actually has a clue, they'll head back into a downward spiral. Then Google can stick a fork in the cooling corpse of Yahoo. At that point, it may well be that Yahoo is no longer worth acquiring from the MS standpoint - Google probably picks them up for pennies (no anti-trust concern if Yahoo is marginalized and on death's door) and cherry-picks the few pieces left,Google wants.
If I were a stock holder in YHOO the only way I would accept a lower offer is if it was
an all cash deal and it were not significantly less than Microsoft's offer (i.e. the cash
offer would need to offset the stock portion of Microsoft's offer). Most stock holders
don't care about the ideals of Yahoo. They're in it for the money.
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Should I sell My MSFT shares?
brian_c33@... 9th Feb 2008
I've had a bunch of MSFT shares for a while now, and continue to watch it decline since this offer for Yahoo. Should I get rid of them or wait it out?
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Why would you want to con someone else?
John L. Ries 9th Feb 2008
If you think MS is a sinking ship, that should have something to say about how you fill out your next proxy statement. I do think MS is in slow decline, but they'll be profitable for years to come.
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Worked for ORCL, though, in its hostile acquisition of PeopleSoft. Our organization uses PeopleSoft HR and we know that one day ORCL will kill it off and we will all have to either migrate to ORCL apps. or throw away a multi-million dollar investment.
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MS should cancel the deal
killerbunny 9th Feb 2008
stock will plummet on the news, but they will at least save their cash and won't be buying a dead business and get stuck with huge debt.
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Wait another year, offer $20 per share
Knorthern Knight 10th Feb 2008
According to MSNBC at http://www.msnbc.msn.com/id/23084127
> This isn't the first time that Yahoo has spurned
> Microsoft. The Redmond, Washington-based company
> offered $40 per share to buy Yahoo a year ago only
> to be shooed away by Semel, according to a person
> familiar with the matter.

Last year, MS offered $40/share. The stupid Yahoos rejected that offer. Now MS is offering $31/share. Rejecting now is stupid, too. MS should simply walk away now, and come back next year with a $20/share offer. If I was Google, I would want the current offer to go through. It would be as stupid as the TW/AOL merger, and MS would take a bath.
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The price offered for Yahoo is NOT the majority of MS liquid assets. More like 10%. MS will be purchasing plenty of other companies.

Is Yahoo worth it? Depends how quickly MS acts to secure and advance service to the customer base purchased. And that is primarily what MS is purchasing though some patents are also included. Physical assets are simply not unique and are depreciating.
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Huge Block of Customers
wellduh 11th Feb 2008
Let Yahoo die a nature death.

Yes if successful MS could bulk up fast in Internet services and gain momentum.

But it is unlikely. MS is really is not into delivering a broad array of services, some of which serve only small niche groups. MS has some depth but only builds on its core monolith and is only happy to continue services for groups representing the majority of computer users.
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Due diligence?
mattflaschen 11th Feb 2008
"That is advisable in the cinematic world, but not in the world we Internet types inhabit."

Oh, really? Well, Time Warner certainly doesn't seem to have any regrets (http://www.informationweek.com/news/showArticle.jhtml?articleID=206105189). I can't believe the same old "New economy" BS is cropping up again.

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