Monday, April 7th 2008

Yahoo!'s Board of Directors Responds to Latest Microsoft Letter

In response to this story, the Board of Directors of Yahoo! Inc. today sent the following letter to Steve Ballmer, Chief Executive Officer of Microsoft Corporation.

Dear Steve:

Our Board has reviewed your most recent letter with regard to the unsolicited proposal you made to acquire Yahoo! on January 31, 2008.

Our Board carefully considered your unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and our stockholders, and rejected it publicly on February 11, 2008. Our Board cited Yahoo!'s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.

At the same time, we have continued to make clear that we are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders. Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo!, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders.

Since disclosing our Board's position with respect to your proposal, we have presented our three-year financial and strategic plan to our stockholders, which supports our Board's determination that your unsolicited proposal substantially undervalues Yahoo!. Those meetings with our stockholders have also provided us an opportunity to hear their views.

We have continued to launch new products and to take actions which leverage our scale, technology, people and platforms as we execute on the strategy we publicly articulated. Today, in fact, we are announcing AMP! from Yahoo!, a new advertising management platform designed to dramatically simplify the process of buying and selling ads online.

Finally, our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing. All of these actions have been driven by our overarching commitment to maximize stockholder value.

Our Board's view of your proposal has not changed. We continue to believe that your proposal is not in the best interests of Yahoo! and our stockholders. Contrary to statements in your letter, stockholders representing a significant portion of our outstanding shares have indicated to us that your proposal substantially undervalues Yahoo!. Furthermore, as a result of the decrease in your own stock price, the value of your proposal today is significantly lower than it was when you made your initial proposal.

In contrast to your assertions about the effect of general economic conditions on our business, Yahoo!'s business forecasts are consistent with what we outlined in our last earnings call. As you know, we recently reaffirmed our Q1 and full year guidance, which is a testament to our ability to perform in line with our expectations despite the current economic environment. In addition, our three-year financial and strategic plan which we have made public demonstrates significant potential upside not previously communicated to the financial markets. This plan has received positive feedback from our stockholders, further strengthening the view that Yahoo! is worth well more as a standalone company than the value offered in your proposal, and would be even more valuable to Microsoft. Your own statements have made clear the strategic importance of Yahoo!'s substantial assets and capabilities to Microsoft.

We regret to say that your letter mischaracterizes the nature of our discussions with you. We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.

As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow up to a recent meeting among our respective legal advisors we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.

We consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction. We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgeably evaluate our Company's alternatives and to maximize value.

In conclusion, please allow us to restate our position, so there can be no confusion. We are open to all alternatives that maximize stockholder value. To be clear, this includes a transaction with Microsoft if it represents a price that fully recognizes the value of Yahoo! on a standalone basis and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing. Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.

Very truly yours,

Roy Bostock Jerry Yang
Chairman of the Board Chief Executive Officer
Source: Yahoo! Press Room
Add your own comment

21 Comments on Yahoo!'s Board of Directors Responds to Latest Microsoft Letter

#1
TheMailMan78
Big Member
I just fell in love with Yahoo. I like Microsoft but damn them for being a bully. Yahoo FTW!
Posted on Reply
#2
Solaris17
Creator Solaris Utility DVD
In conclusion, please allow us to restate our position, so there can be no confusion. We are open to all alternatives that maximize stockholder value. To be clear, this includes a transaction with Microsoft if it represents a price that fully recognizes the value of Yahoo! on a standalone basis and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing. Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.
pwn'd
Posted on Reply
#3
mdm-adph
Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal... Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.
Hey, the guy's getting old -- maybe he's forgotten that he attended the meetings. :laugh:

Seriously, this is a mess -- I don't think Microsoft's going to raise the price at all -- they'll just keep lowering it as "punishment" for Yahoo's board initially rejecting the offer.

That's what I dislike about Microsoft the most -- isn't the antitrust violations, isn't the corrupt business practices, isn't the crappy products -- it's the damn arrogance. They're like an aging frat boy who was once the star quarterback for his high school football team, but is now a bit older, and they're still trying to push people around like they're still hot shit. :shadedshu
Posted on Reply
#4
btarunr
Editor & Senior Moderator
Wish Google jumps in and declares it could pay the 'real price', acquire Yahoo! This time the old man could lift his table and throw it across the office....the next few days seeing a cardiologist. :p

I'm glad MS stays away from Y!
Posted on Reply
#8
btarunr
Editor & Senior Moderator


^That's a live image. Keeps updating. You reload, it updates. I smell a sabotage. Maybe MS is playing foul with the investors..."sell your stock, take this XboX Live subscription home to Jr."

jk...bad joke
Posted on Reply
#9
jbunch07
so guess Micro$oft has their eyes on Google now?
Posted on Reply
#11
Solaris17
Creator Solaris Utility DVD
by: jbunch07
so guess Micro$oft has their eyes on Google now?
no idea butseriously doubt google will fold for ms
Posted on Reply
#12
Exceededgoku
Lol that letter is quite awesome, I would love for Microsoft to destroy Yahoo now. Five thumbs up for having balls though! He knows he'll get fired following the acquisition.
Posted on Reply
#13
jbunch07
by: Solaris17
no idea butseriously doubt google will fold for ms
they better not i f'in love google

i bet they take over nvidia next...or at least try to anyway
Posted on Reply
#14
pentastar111
That is good news for the employees of Yahoo..:)..Whenever one company buys out another, they usually sh!tcan the infrastructure and replace it with their own..:shadedshu..Leaving many scrambling to find new jobs..:wtf:..business, whether it be small or big is kinda evil that way..:twitch:..Kudos to Yahoo for not caving in to the gluttonous bullying pig..:toast:
Posted on Reply
#15
Solaris17
Creator Solaris Utility DVD
by: jbunch07
they better not i f'in love google

i bet they take over nvidia next...or at least try to anyway
same here if google falls to MS what company is their left to bealive in?
Posted on Reply
#16
btarunr
Editor & Senior Moderator
Don't worry, Google is the new NVidia. One of those companies that come out of nowhere and take the lead.
Posted on Reply
#17
Cold Storm
Battosai
Google won't fall to anyone. Bta, your right 100%. Yahoo, has been done wrong with the fact that Google did come from no where and just take over. Yahoo has done so much to their front page in order to get more people to come, and yet Google is still the one that everyone uses... Even shows say "I've googled you, and found this on ya." GOOGLE is everywhere and its not on the ropes like Yahoo is. Yet, Yahoo does have a strong following for what they added... Its not a Search tool, its an Entertainment and Daily use page.

Yahoo, Pwn'd ya Microsoft. And glad someone did it.
Posted on Reply
#18
EiAh
by: btarunr
Wish Google jumps in and declares it could pay the 'real price', acquire Yahoo! This time the old man could lift his table and throw it across the office....the next few days seeing a cardiologist. :p

I'm glad MS stays away from Y!
I'd rather have MS obtain Yahoo.

Google ftl
Posted on Reply
#19
beyond_amusia
Ironically, Yahoo gave Google a huge boost in it's early days by using Google as their default search provider, lol. I honestly don't think there is anything Yahoo can do to stop Microsoft now aside from buying back all their stocks and going private, and they obviously cannot afford to do that.
Posted on Reply
#20
Ravenas
Haha, M$ deserves a big :slap:.

Seems M$ still thinks it's 1995.
Posted on Reply
#21
farlex85
Nice, you tell em roy, I love how he signed very truly yours:laugh:
Posted on Reply
Add your own comment