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Microsoft Bids $44.6 Billion For Yahoo

Posted by kdawson on Fri Feb 01, 2008 10:01 AM
from the big-deal dept.
The news is everywhere this morning about Microsoft's $44.6B offer to buy Yahoo. The offer represents $31 a share, a 62% premium over Thursday's closing price; and Yahoo's stock price has been rising in after-hours trading. Microsoft has been making overtures to Yahoo since 2006, according to the CNet article, including a buyout offer last February that was rebuffed. Mediapost.com has some perspective on the deal from the point of view of ads and eyeballs. Such an acquisition, which would be Microsoft's largest by far — it bought Aquantive last year for $6 billion — would need approval by US and EU authorities. A European Commission spokesman declined to comment.

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[+] Yahoo May Re-Consider Google Alliance, Rebuff Microsoft 273 comments
anastasd writes "Reuters is reporting that Yahoo might consider a business alliance with Google as a way to top a $44.6 billion takeover proposal by Microsoft. 'Yahoo management is considering revisiting talks it held with Google several months ago on an alliance as an alternative to Microsoft's bid, that source said. At $31 a share, Yahoo believes the bid undervalues the company, two sources said. A second source close to Yahoo said it had received a procession of preliminary contacts by media, technology, telephone and financial companies. But the source said they were unaware whether any alternative bid was in the offing.'"
[+] News: Carl Icahn Takes on Yahoo's Board 279 comments
narramissic and several others have written to point out that Carl Icahn has initiated a proxy battle with Yahoo's board of directors over their rejection of Microsoft's bid for the company in February. Icahn has purchased millions of Yahoo shares over the past week and assembled a group of nine other investors (including Mark Cuban) to persuade the board to resume talks with Microsoft. Yahoo remains unimpressed. Icahn's letter to Yahoo accuses: "It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo's closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet."
[+] Technology: Microsoft Offered $40 a Share For Yahoo 301 comments
fistfullast33l writes "Bloomberg is reporting that a recently unsealed court case by shareholders against Yahoo reveals that Microsoft offered $40 a share for the Internet search company in January 2007 and Yahoo turned it down. We've extensively discussed Microsoft's bid for Yahoo earlier this year for $33 a share, which was rebuffed. Investor Carl Icahn has launched a proxy fight against Yahoo over the spurning of the Microsoft deal." CWmike notes Computerworld's coverage of the revelations: "The complaint places much of the blame on [Yahoo CEO Jerry] Yang, describing him as someone with a 'well-known' antipathy toward Microsoft who acted out of a personal interest to keep Yahoo independent. Something wrong with that? Oh, yeah... public company."
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  • Very odd (Score:5, Insightful)

    by l-ascorbic (200822) on Friday February 01, @10:03AM (#22260218) Homepage
    Seems so unlikely to ever be allowed by the regulators, yet they're willing to throw billions at it anyway. They must feel confident for some reason.
    • Re:Very odd (Score:5, Insightful)

      by crispi (131688) on Friday February 01, @10:06AM (#22260254)
      Well if you can't build a good search engine of your own, just buy one.

      In fact just like about everything MS has ever done (eg SQL, IE, PowerPoint ...)
      • Re:Very odd (Score:5, Insightful)

        And most of those products went down hill in various ways after being bought...
      • Re:Very odd (Score:5, Insightful)

        by Ilgaz (86384) * on Friday February 01, @10:24AM (#22260480) Homepage

        Well if you can't build a good search engine of your own, just buy one.

        In fact just like about everything MS has ever done (eg SQL, IE, PowerPoint ...)
        Yahoo's power and success comes from multi platform awareness, using right tools for job without caring about what OS it runs (mostly FreeBSD), giving the same service to everyone with a recent browser regardless of OS, being open to all developers even including competitors...

        I checked Live.com the day it was announced. When it bitched about not using IE (when I tried to login my passport account) , I never visited it back. That is what makes every MS attempt unsuccessful. They can't live with the fact that there is a thing called HTML standard, TCPIP standard and Internet is platform neutral from beginning. They use every opportunity to alienate other OS/Browser users.

        I could never see Yahoo as a great search engine although it seems spammers/blackhats/SEO junk targets them less. For the record, Google has always been a spammer heaven for me too.
    • Re:Very odd (Score:5, Insightful)

      by jeroenb (125404) on Friday February 01, @10:07AM (#22260260) Homepage
      Considering that internet search and online advertising are exactly the places they don't dominate, I don't see why regulators would object.
      • by fictionpuss (1136565) * on Friday February 01, @10:12AM (#22260344)
        Considering that internet search and online advertising are exactly the places they don't dominate, I don't see why regulators would object.

        Maybe, but the possibility of there only being two [hitwise.com] main search engines out there, with the next largest competitor Ask.com at a paltry 4.1%, is fairly scary.

    • Re:Very odd (Score:5, Insightful)

      by Mr. Underbridge (666784) on Friday February 01, @10:10AM (#22260304)

      Seems so unlikely to ever be allowed by the regulators, yet they're willing to throw billions at it anyway. They must feel confident for some reason.

      If they allowed Google and Doubleclick, they'll probably allow this too. This doesn't give anyone a monopoly or anything close to it, since Google's still #1 in search.

      The question is, how long until MS feels compelled to screw up Yahoo like Hotmail?

    • Re:Very odd (Score:5, Interesting)

      by coolmoose25 (1057210) on Friday February 01, @10:12AM (#22260332)
      Actually, I don't think regulators would have a huge problem with this... Clearly the big guy on the block is Google at this point... Microsoft and Yahoo joining forces makes sense from a competitive point of view... Let's face it, MSN sucks, it has always sucked, and so it is a good merger from a business perspective too. The only thing I worry about here is if Yahoo just sort of "melts" under Microsoft's ownership, the same way Excite did when it got bought.
  • by 1sockchuck (826398) on Friday February 01, @10:05AM (#22260244) Homepage
    A consolidation of the Microsoft and Yahoo networks could shift a massive amount of infrastructure from open source technologies to Microsoft platforms.Microsoft said that "eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity." Yahoo has been a major player in several open soruce projects. Most of Yahoo's infrastructure runs on FreeBSD, and the lead developer of PHP, Rasmus Lerdorf, works as an engineer at Yahoo. Yahoo has also been a major contributor to Hadoop, an open source technology for distributed computing. Data Center Knowledge [datacenterknowledge.com] has more on the infrastructure implications.
  • Yahoo confirmed that it has received an unsolicited offer and said that its board would evaluate the proposal, "carefully and promptly in the context of Yahoo's strategic plans and pursue the best course of action to maximize long-term value for shareholders."

    Judging by this blurb, I think the answer is going to be a big, fat yes.
  • Pirate Bay (Score:5, Funny)

    by rdradar (1110795) on Friday February 01, @10:06AM (#22260258)
    Now MS should bid for Pirate Bay [torrentcentral.net] aswell!
  • by C0deJunkie (309293) on Friday February 01, @10:07AM (#22260264) Homepage Journal
    With an astonishing 62% premium price of its current stock price, Microsoft sent this proposal to the Yahoo! Board of Directors. Here's the . Actually, part of the premium price is explainable by the [microsoft.com] recent sunk [techcrunch.com] of Yahoo! stock.

    January 31, 2008

    Board of Directors
    Yahoo! Inc.
    701 First Avenue
    Sunnyvale, CA 94089
    Attention: Roy Bostock, Chairman
    Attention: Jerry Yang, Chief Executive Officer

    Dear 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'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!'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'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&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'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 "now is not the right time from the perspective of our shareholders to enter into discus
    • Hey, Ballmer: I can help with your goal of making "a more efficient" company. Instead of using buzzwords like "this proposal represents a compelling value realization event for your shareholders", you could say something like "this is a good deal for your shareholders."

      Eliminating unnecessary, extraneous keystrokes on a corporate scale represents a compelling efficiency realization event for your shareholders.

      So there. :P

    • by Anonymous Coward on Friday February 01, @10:38AM (#22260620)
      Brief analysis of some key points:

      1) Microsoft is indicating that they are challenging Google "Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. ". However, This statement should apply to Microsoft. Microsoft is the 800lb gorilla yet they are making it sound like they are a bit player and Google is the gorilla - more management doublespeak.

      2) Microsoft is indicating they would replace all non-Microsoft at Yahoo with Microsoft technology with phrases like "combination enables synergies related to scale economics". This is great market speak for lay off all that oppose the Microsoft initiatives and move to a common, Microsoft-centric platform.

      3) Microsoft wants their search as, I guess, MSN has not been effective: "single search index".

      4) Phrases like "eliminating redundant infrastructure and duplicative operating costs" are management speak for layoffs, firing middle management at Yahoo, moving to Microsoft's management and benefit structure, and similar. In my experience through many corporate buyouts, all are very negative to the employees at the company being purchases - Yahoo. However, Microsoft attempts to temper this with "offer significant retention packages to your engineers, key leaders and employees", which is more corporate double-speak.

      5) The "exceptional display and search advertising capabilities" sounds like a tighter integration with Microsoft's technology, i.e., Windows and MSIE. Maybe they want to have tighter integration between Vista and their ad revenue stream. Could "new advertising platform capabilities" indicate ad-supported Vista (get a free ad when you log in, when you fire up Office, etc.)?

      Overall, it sounds like Microsoft is saying that Yahoo should sell to them because Yahoo didn't meet their goals, the combined company can better challenge Google, and Yahoo has tech that Microsoft needs.
  • So This Means... (Score:5, Insightful)

    by flyneye (84093) <flyneye_1@ho t m a i l.com> on Friday February 01, @10:08AM (#22260268) Homepage Journal
    So this means people will begin avoiding Yahoo with the same impunity they avoid MSN?
    Theoretically Microsoft could buy up anything good about the internet so we can all shut our computers down and settle in w/a trip to the library and a good book.

  • by jwietelmann (1220240) on Friday February 01, @10:09AM (#22260290)
    From the article:

    "Today, the market is increasingly dominated by one player, who is consolidating its dominance through acquisition," Microsoft said.
    Sound like anyone you know?
  • by Ralph Spoilsport (673134) on Friday February 01, @10:12AM (#22260330) Journal
    I have 10 years of email in yahoo. If MS takes over, what then? Will they force everyone into hotmail accounts? I think I'm going to be spending a few hours every night downloading and saving my email off line.

    Interesting that - imagine building a business using online apps, only to have your supplier go under and get bought out in some botched effort, and then lose history...

    I think there are a number of serious implications in this MS/Yahoo deal. The monopoly aspect is actually the least problematic: the loss of history is a greater problem.

    But then, maybe the Feds under a Democratic Admin will say "nuh uh!" and kill the deal...

    RS

  • by QuatermassX (808146) on Friday February 01, @10:13AM (#22260354) Homepage

    It was only a matter of time before Microsoft decided to try to get a final regulatory pass from the Bush administration before the inauguration of a less-sympathetic President in 2009.

    This deal makes a lot of sense for Microsoft (sort of - I'm assuming Yahoo!'s ad business really is worth the cash), but I can't see how this is at all good for Yahoo! or the marketplace at large.

    Is the plan to re-brand everything as Microsoft Live! (keeping the exclamation mark) - thus destroying pretty much the only thing Yahoo! has going for it - brand recognition?

    I would be very sad to see Yahoo! and their odd collection of services get subsumed and destroyed in a merger with Microsoft. Yes, I'm assuming much of Yahoo!'s tech portfolio would be wiped away or left to die - this wouldn't be the sort of merger Adobe engineered with Macromedia by a long shot.

  • flickr (Score:5, Insightful)

    by suzerain (245705) on Friday February 01, @10:15AM (#22260378) Homepage
    Shit, now this means the photos I have on flickr are going to be owned by Microsoft? Oy vey. Can we have a "good photo sharing site" thread now so I can find the alternatives?
  • by div_2n (525075) on Friday February 01, @10:25AM (#22260494)
    I wrote to the FTC to complain because since Yahoo now owns Zimbra, this means that Microsoft will have the ability to kill the only serious competitor to their Exchange platform.

    I know about the other solutions, but none are as feature complete IMHO as Zimbra. Two words: Blackberry integration.
    • Re:nice to see (Score:5, Insightful)

      by Kamokazi (1080091) on Friday February 01, @10:34AM (#22260568)
      Yahoo is generally quite a bit more prominent than Google in Asia, and there are quite a few people there. Microsoft has a lot of money to throw around, and if they can make Google insignificant over there, that limits the markets Google can grow in and may pose some serious problems. But it'll take some time before we see any significant marketshare changes I think, and anything can happen. Microsoft might have the big money, but you never want to underestimate Google.