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Microsoft Sets Three Week Deadline for Yahoo! In Public Letter

Posted by Zonk on Sat Apr 05, 2008 03:20 PM
from the little-note-from-me-to-you dept.
An anonymous reader writes "In a letter sent today, Microsoft writes to Yahoo's board of directors to tell them that they would like to 'negotiate a definitive agreement on a combination of our companies.' Their message is a combination of friend and foe: 'If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders.'"
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[+] Yahoo! Rejects Microsoft's Offer, Says 'Still An Option' 213 comments
mikkl666 writes "In response to an open letter from Steve Ballmer, Yahoo! posted a press release claiming that Microsoft's offer 'substantially undervalues Yahoo!' and is therefore not in the best interest of the company. They also bemoan that the letter 'mischaracterizes the nature of our discussions' and that the threat to make an offer directly to the shareholders is 'counterproductive and inconsistent with the stated objective of a friendly transaction'. Nevertheless, they explicitly point out that a transaction with Microsoft is still an option, but only if they are willing to pay 'a price that fully recognizes the value of Yahoo!'"
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  • by HerculesMO (693085) on Saturday April 05 2008, @03:22PM (#22974836)
    Which means frankly, that MS is going to own Yahoo.

    I don't know if this is good or bad, but time will tell... The shareholders hear only the sounds that money makes, and they are going to sell out quickly, especially in the midst of this recession.
    • by mkiwi (585287) on Saturday April 05 2008, @03:32PM (#22974900)
      Personally I think it would be funny if Google and Yahoo got some sort of deal together like TFA suggests might happen. If you can imagine how mad Balmer would get after a top programmer leaves, just imagine what would happen if Yahoo tied itself to Google. He'd be freakin foaming at the mouth and no chair in the Seattle area would be safe from him.
    • by AHumbleOpinion (546848) on Saturday April 05 2008, @03:53PM (#22975024) Homepage
      The shareholders hear only the sounds that money makes, and they are going to sell out quickly, ...

      Shareholders are supposed to sell when they receive an advantageous offer. Advantageous being a return that is more likely greater than holding the stock. What do you think shareholders are, some sort of fanboys? More importantly, why do think the founders of the company went public and brought in shareholders, it was so that the founders could pocket a lot of money. So now the story that the founders sold to the shareholders turns out not to be true, and the shareholders are looking for their best option. This is the way public financing works.

      ... especially in the midst of this recession.

      The motivation to sell in this specific case is not the recession but a failed business model.

      FWIW, the midst of a recession is usually the time to buy. The onset of a recession is usually the time to sell.
      • Although I do frequently have to point out to people how the whole concept of publicly traded companies works, I must disagree with you on this point; Shareholders are not supposed to do anything. Shareholders are of course free to do whatever they want (with obvious illegalities like insider trading aside), but there is no "thou shalt" commandments list for shareholders.

        Personally, more shareholders should behave as what they are -- partial owners of the company, and therefore do what they believe is right for the company, the public, the environment, as they see fit, not just the bottom line, but they can buy or sell the stock whenever they like if they feel like doing so and have a seller/buyer available to do so.

        Basically, if most of your shareholders don't want the company sold because they think its a bad idea even if it IS financially advantageous, then good for them, and it won't sell.
        • Re: (Score:3, Insightful)

          BWAHAHAH, you had me for a minute there!!! Oh... you were serious :( Welcome to the *free market* where the quick dollar is the mighty sword.
        • Re: (Score:3, Informative)

          Now for the reality of a M$ deep pockets take over. If M$ wanted they could have simply announced the takeover bid and simply started buying shares. The big catch with that is, as it works in the current market, share price is a supply and demand, M$ in the buyout attempt creates an artificially high demand, how high will they go double, triple current values.

          So a lot of investor start buying Yahoo stock in competition to M$ in hopes of selling to M$ at an even higher price. The more M$ invest, the more p

    • The shareholders hear only the sounds that money makes...

      So if Microsoft were offering money (instead of MS shares), they'd surely listen?

      • $X worth of MS shares is just as good as $X. If you dont want to hold MS shares you can just sell them the instant you get them, MS shares are highly liquid like most large cap stocks. Really the better question would be "Is yahoo worth $X?". Indicators are that most people who currently hold yahoo stock seem to think thats a good price to sell for, but we will find out for certain if it goes to a proxy battle.
        • Re: (Score:3, Insightful)

          $X worth of MS shares is just as good as $X.

          No, it ain't, because the value of MS shares varies according to the whim of the market. Now, that could mean that $X worth (nominal, at the instantaneous market price) could be even better than $X, or it could be worse. Certainly if a lot of people thought that "you can just sell them the instant you get them", they'd be worse than cash because the sudden dump of shares for sale on the market would drag the price down. (You've also got to figure in broker fees
    • Re: (Score:3, Insightful)

      Which means frankly, that MS is going to own Yahoo. I don't know if this is good or bad, but time will tell... The shareholders hear only the sounds that money makes, and they are going to sell out quickly, especially in the midst of this recession.

      Fortunately, for Yahoo shareholders Microsoft's stock is so diluted and volumetrically reached a point of saturation [they really should have taken Jackson's ruling and split into 4 separate corporations] that the upside of stock price potential is virtually within +/- 10 ticker points.

      If Yahoo shareholders are looking for a solid Dividend Stock they'd already own Microsoft. They are looking for a ROI that has a large upside and Yahoo has that leverage.

    • Are they trying to drive the share price down? Is it against the law to put a company in uncertainty and controversy just for your own ends?
    • It is very basic for me, the day the agreement voted "Yes", I will cancel/purge my account at Yahoo which I created when MS acquired Hotmail.

      I know what will happen and I invite everyone to look for other options. It doesn't have to be Google. It won't be Google for me for example.

      There are a huge amount of people like me, even completely non technical Yahoo mail "Plus" owners. They have chosen Yahoo not because they know FreeBSD or PHP, they have chosen because it is not Microsoft. For 10 years, I have see
      • Re: (Score:2, Insightful)

        Buying yahoo still won't turn their late entry into the web services* market into anything profitable.
        And the downside is? ;-)
      • Re: (Score:3, Insightful)

        No, but it may just kill off Yahoo! which will be a shame.

        Time to find another place to host my discussion groups, and a new chat network.
      • Re: (Score:3, Insightful)

        No joke! Scanning msn.com right now the headline is 'is she divorced or just single, why it matters' and the three 'Popular Searches' are Naomi Campbell, Magnum P.I. and Mega Millions.

        What gutter demographic are they looking for with this? They should look at their absolute cr#$ tabloid journalism and lack of any substantial news as probable reasons why people choose yahoo over msn/hotmail.

        Instead they'll take over a company and wonder why it crashes in to the ground in a few years time.
        • Re: (Score:3, Insightful)

          No joke! Scanning msn.com right now the headline is 'is she divorced or just single, why it matters' ....What gutter demographic are they looking for with this?

          Guys who date and like to read articles about things that they do. Dont worry, you would never see something along these lines on a website like slashdot. :)

          Incidentally, one of the headlines on yahoo right now is "Find inexpensive date ideas" so its not like they are really all that different.

      • Web services needs user trust, especially for private data. There are people who rejects to validated their paid Windows and live with consequences since they don't trust to Microsoft, even a byte of their data.

        Trust is earned thing, nobody can buy it. When MS purchases Yahoo and puts a minimum size "Microsoft" to end of page, trust is erased immediately. They gamble on people being stupid and ignorant, people have slightly opened their eyes. Their gamble didn't work in 1998 when they purchased Hotmail, why
        • by contrapunctus (907549) on Saturday April 05 2008, @06:25PM (#22975826)
          I really want to agree with you but I teach at a small college and (almost) all my students couldn't care less about Microsoft and trust. They all have hotmail or msn or yahoo email addresses, lay it all out on facebook and myspace and they don't know about MSs tactics. So if MS is shooting for the (lucrative) young-and-ignorant demographic, they will succeed (people who know what they are in the minority).

          I've found that young people very trusting and don't care about privacy.

          So just like the rest of the sleazy successful businesses of targeting the ignorant (spam, late night commercials, mailings, etc.), they will find a big market and make money...
          Wal-mart doesn't make money by earning trust or catering to the elite either. Same market.
  • Galactica? (Score:5, Funny)

    by tjstork (137384) <tbandrowsky@might y w a re.com> on Saturday April 05 2008, @03:30PM (#22974882) Homepage Journal
    Microsoft trying to take over Yahoo is old news. Microsoft threatening someone is old news. Techies should be rejoicing over the return of Galactica, and yet, what do we get here? Sadly, silence. Some geeks these days!

    To paraphrase Captain Kirk: "I mock your superior intellect."

    And Spock. "He is very intelligent, but his thinking is two dimensional."
  • by dpaluszek (974028) on Saturday April 05 2008, @03:32PM (#22974898)
    Come on, Yahoo. I think Microsoft is being reasonable here, plus offering quite a bit. Even though I'm not a huge Microsoft fan, there is a thing called common courtesy.
    • by borgheron (172546) on Saturday April 05 2008, @03:48PM (#22974990) Homepage Journal
      Sitting on the sidelines and saying what someone should do with a company they've built up from the ashes is very easy for you, but you have to consider what they're thinking. The people who founded Yahoo are free thinkers.

      Yahoo is thought of (or was, during the boom) almost like Google is today. It's hard to build something from nothing and then have someone threaten to take it away like this. MS is strong arming them. They're basically saying "Sell or we'll take you over by rousing your stock holders" which is just business... but you have to really consider it from the perspective of the people who have created and grown with the company from the beginning.

      If I were the yahoo management, I would be fighting MS with everything I have and looking for an alternate deal to screw them.
      • Re: (Score:3, Insightful)

        I think that's exactly it. People want to frame this as 'it's a good deal now that we're in a recession'... as if economics was the only motivational factor behind anyones' existence.

        I would imagine Jerry Yang finds himself opposed to many of Microsoft's core operating principles.

        Undoubtedly, he will cringe when he types yahoo.com into his browser a few years from now.

      • by jorghis (1000092) on Saturday April 05 2008, @04:23PM (#22975194)
        The founders and management of Yahoo dont own the company, it isnt their decision nor should it be. The founders made the decision that they wanted to go public and basically sell the company to others. Sure, they built it from ashes, but they made the decision to sell it. (for quite a bit of money too)

        What is becoming apparant now is that they really just wanted all the money they got from selling the company to the general public, they didnt actually want other people to be the real owners of the company. You cant have your cake and eat it too, if you sell controlling shares of your company you have to accept that you cant just do whatever you want to with it, you have an obligation to act in the best interests of the shareholders. (the real owners of the company) If the founder of a company cant accept that he should just keep his company private.
      • by pclminion (145572) on Saturday April 05 2008, @04:25PM (#22975212)

        They're basically saying "Sell or we'll take you over by rousing your stock holders" which is just business... but you have to really consider it from the perspective of the people who have created and grown with the company from the beginning.

        Boo-hoo. Those poor, poor billionaires. Their lives will have been meaningless.

        Don't want to be subject to hostile takeovers? Don't go public. And good luck making a few billion.

        • Re: (Score:3, Insightful)

          Don't want to be subject to hostile takeovers? Don't go public. And good luck making a few billion.
          More specifically, don't sell a majority interest of your company -- retain that 51% for yourself. Can still make billions, but don't risk getting strong-armed out of your own company.
    • poster saith:

      Come on, Yahoo. I think Microsoft is being reasonable here, plus offering quite a bit. Even though I'm not a huge Microsoft fan, there is a thing called common courtesy.

      "If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders.'"

      Maybe Apple and Yahoo! should offer to buy Microsoft - and make the same "swim with the fishes" offer.

  • by no-body (127863) on Saturday April 05 2008, @03:34PM (#22974910)
    and making a lot more friends on the way.

    Seems to become a staff/owner aging issue or they are getting desparate.
    • I have to agree. I don't think Yahoo is all that great of a buy especially at $45-50. Don't get me wrong, it may be worth a significant fraction of that but that fraction will just be fucked by MS as well.

      I can't help but think that amount of money would better serve their shareholders in the form of dividends rather than flailing about looking to buy a ready-made solution to their increasing internet irrevelancy. It's too bad, MS can make pretty nice things when they try and it's the engineers that desi
  • "If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors," Ballmer wrote.

    Isn't that basically what they just got done doing with ISO? Buy the votes to get their way "by-the-rules"?
  • If yahoo wants to be on the windows desktop by default, this could be the way to do it.
    • Re: (Score:3, Informative)

      Putting icons to users desktop and tricking users by Start menu didn't work well for MSN. Yahoo won because people have chosen it, not by a trap, by actually going to www.yahoo.com or getting their toolbar (as opt-in) from toolbar.yahoo.com . They have chosen Yahoo because it promises a minimal configuration need which definitely won't "punish" you for not using Windows OS.

      AOL purchased Netscape just for home.netscape.com start page for $5 billion. What happened when they made Browser irrelevant? People bas
  • by rastoboy29 (807168) on Saturday April 05 2008, @04:03PM (#22975078) Homepage
    "We're determined to destroy both our companies, so hurry up and help us!"
  • by garett_spencley (193892) on Saturday April 05 2008, @04:09PM (#22975110) Journal
    ... that we'll be dressing up the Yahoo! logo as a borg ?

    That'd actually be pretty sweet.

    You know, despite being a Yahoo! mail user since the 90's who hates Microsoft as much as the next slashdotter, I actually hope they do merge now just so I can see that.
  • Antitrust someone? (Score:2, Interesting)

    by Anonymous Coward
    Doesn't this sound like a case for antitrust? I don't think EU would approve it.
  • Gee, that's a nice company you have there. It would be a shame if the stockholders lose faith in you ...
  • Panic? (Score:3, Informative)

    by icsx (1107185) on Sunday April 06 2008, @07:09AM (#22979022)
    Microsoft must be real desperate for getting Yahoo to theirselves. Funny thing is that there is no one to stop them if the stockholders will sell.
    • Re: (Score:3, Insightful)

      a world of open-source
      I don't see a world of open source. I see a world of closed source in which open source is making some small (but significant) strides.
      • Re: (Score:3, Insightful)

        In a world of closed source glass-clad skyscrapers, open source is the concrete and steel. Just because you can't see it doesn't mean it's not there.
    • ... in a world of open-source, choice and convergence...
      choice: an abundance or variety from which to choose
      convergence: the approach of an infinite series to a finite limit

      Seems to me we can either have choice *or* convergence, but we cannot have choice *and* convergence, as they are opposites.

      Definitions courtesy of dictionary.com
    • by westlake (615356) on Saturday April 05 2008, @05:48PM (#22975628)
      Two companies scrambling to maintain relevance, control and faltering business models in a world of open-source...

      a faltering business model isn't generally associated with a company that is reporting 15% growth in revenues in the states, 20% in the EU and 30% in places like China - each quarter.

    • Re: (Score:3, Insightful)

      by Anonymous Coward
      I don't think you understand. In a publicly held company, the shareholders own the company. If they want money (and they do), they'll just vote out the board at Yahoo and vote in one that is in favor of being bought out.
    • Dear God not the shareholders!!! Honestly, if a "threat to shareholders" is the only offensive weapon Microsoft has, Microsoft may as well give up.
      Heh.. that's backwards dude.. MS isn't threatening the shareholders -- indications are that the shareholders are in favor of this takeover.
    • Honestly, if a "threat to shareholders" is the only offensive weapon Microsoft has, Microsoft may as well give up. Yahoo doesn't intend on becoming absorbed and re-branded, not to mention that such as deal would piss off a lot of users.

      Sure, but when has that ever stopped someone powerful enough to do something anyway? "A lot" isn't going to amount to any sizeable percentage, I'm afraid. The vast majority will continue on, just as with Hotmail, they may even be *happier* with Microsoft in charge.

      Yahoo has become extremely unfriendly to non-Microsoft systems of late and even my Mac OS X box has problems playing all the music and videos there (which is my wife's favorite application, alas).

    • John Gruber of Daringfireball.net has said about the letter:
      "This is the white collar equivalent of Steve Ballmer showing up at Yahoo's door with a baseball bat in his hand."
    • by westlake (615356) on Saturday April 05 2008, @06:08PM (#22975732)
      What the hell does Yahoo have that MS wants so badly?

      about 16 million unique visitors to its web sites each month.

    • What the hell does Yahoo have that MS wants so badly?

      Zimbra [bfccomputing.com] is the significant viable competition to Exchange, which is Microsoft's stranglehold on 'enterprise' computing. This group [freezimbranow.org] would like the government to stop the deal on anti-competitiveness grounds.

      I think Yahoo! knew what would happen when they bought Zimbra and they know how important it is ($$$) for Microsoft to own it.