Microsoft Leaks "Impatient" Story To Increase Pressure On Yahoo*
*UPDATE 6: Here's our full interpretation of what yesterday's hoo-haa was about and what is likely to happen next.
*UPDATE 5: Okay...after scanning even more reports this morning, including the NY Post's, here's our latest take on what's going on here:
- Microsoft is, understandably, impatient (and annoyed)
- Microsoft has several reasonable arguments why Yahoo's stock would be worth less today than when they bid on it, including deteriorating market conditions, loss of more search share to Google, loss of executives, implementation of fat severance plan, etc.
- Microsoft has a mercurial CEO whose reputation for sudden aggressiveness makes a hostile move seem plausible
- Microsoft decided to increase the pressure on Yahoo by sending a detailed message directly to Yahoo shareholders through the press.
- Microsoft leaked a carefully coordinated story and quotes to several publications, some of which were able to get the sources slightly off message (thus the note in the NYT that Microsoft was NOT considering cutting its offer).
- Microsoft will see what impact this latest attempt at escalation has on Yahoo. Then, perhaps, it will announce a public tender offer (an offer directly to shareholders), file a slate of directors, or otherwise take more aggressive steps. We doubt Microsoft will cut or pull the bid.
*UPDATE 4: Microsoft blew this one. A careful leak to a single outlet suggesting that Microsoft was considering slashing or yanking the offer could have put the fear of God in Yahoo shareholders, who would quickly have put it in Yahoo. But now, thanks to the same on-message leaks to what will soon be every publication in the western hemisphere, it's obvious this is all just bluster.
*UPDATE 3: Miguel Helft in the New York Times confirms that this is all hot air. Same sources, same message, but this time the additional information that "Microsoft is not considering lowering its offer or withdrawing it all together." This means that Microsoft is "evaluating" the offer the same way people always evaluate offers--which is to say, they ruminate about them from time to time. With this assertion, the standard "market is deteriorating" Microsoft quotes in the NYT just sound whiny.
*UPDATE 2: Todd Bishop from the Seattle PI chats with the same source (or another who remains almost perfectly on message). Todd emerges with an additional quote, however, one that suggests that Microsoft's "evaluation" of the offer is not necessarily anything new and that it won't necessarily lead to a decision soon--further confirming that this is just a message to Yahoo shareholders.
The person I spoke with cited factors including general market weakness, possible declines in Yahoo's search market share, the tepid analyst reaction to Yahoo's three-year business plan, the departure of key Yahoo employees. "All indications are that the market will continue to deteriorate, and Microsoft will continue to evaluate its offer in that context," the person said, declining to go into detail about the potential outcomes.
*UPDATE: AP runs the same story without citing Reuters, thus confirming that this is a coordinated leak. AP also includes a detailed justification for the "evaluation" and a quote from the source all but confirming that Microsoft is just trying to drive Yahoo to the negotiating table. AP:
A person familiar with Microsoft's bid for Yahoo said Friday the software company is evaluating its offer in light of the economic climate and the Internet pioneer's deteriorating business.
The person, who asked not to be named because he was not authorized to speak publicly, said Yahoo Inc.'s share of the search market and overall condition have deteriorated since Microsoft announced its bid Feb. 1.
On Friday, the person familiar with Microsoft's thinking said the company has been patient -- but will be so only to a point.
"It's up to Yahoo's board to engage in meaningful negotiations with Microsoft," the person said.
[In our opinion, leaking the story to two outlets was a tactical error, as was the direct "message" quote. If only Reuters had reported the story, it would have been conceivable that Reuters had actually talked to a mole and that Microsoft might not just be trying to send a message to Yahoo's shareholders. This quote and the AP details, however, confirm that that is exactly what Microsoft is doing.]
[Amusingly, the latest Reuters story has the exact same quote and also a line that is patently balderdash: Reuters' sources, Reuters says, were "declining to be named because they are not authorized to speak on the matter." Not authorized to speak on the matter? Please. They were ordered to speak on the matter.]
EARLIER: Now it gets interesting. Reuters reports that Microsoft (MSFT) is rethinking its Yahoo (YHOO) offer in light of Yahoo's intransigence and worsening market conditions. Translation: Microsoft might pull or cut the offer. YHOO tanks after-hours, MSFT soars.
SAN FRANCISCO (Reuters) - Microsoft Corp is evaluating its offer for Yahoo Inc in light of worsening market conditions, a person familiar with the matter said on Friday.
Microsoft has been repeatedly trying to engage Yahoo's board in discussions, this person said. But the market has deteriorated and changes in Yahoo's business may have dragged down its value below what it was when Microsoft made its $44.6 billion bid for the Internet company on January 31, this person said.
Could this be a negotiating tactic? Yes. Could it also be real? You bet. Microsoft has been more than patient.
If this is just a leak designed to put the fear of God into Yahoo shareholders and prod them into calling Jerry and harassing him to enter serious negotiations, it will probably work. If it actually represents the truth and Microsoft is actually considering pulling or cutting the offer, it will probably have a similar effect.
In any case, it seems Microsoft's patience has run out.
See Also: Microsoft and Yahoo Meet Again: No Deal
Well said, sir.
I think they're probably considering change, but I suspect haven't made up minds. If Yahoo actually negotiates next week, I bet they won't change anything. If it tries to call bluff, I wouldn't be surprised if Microsoft actually made some sort of move. (Will think through exactly what...)
"...this person said."
Who is this person?
My feeling is that MSFT cannot compete with GOOG without YHOO's help. That's a fact and both MSFT and YHOO know. There is no way MSFT will drop YHOO, unless MSFT wants to give the Internet to GOOG.
Are you one of those people that run around when trying to start a company that tell VC's that MSFT is to slow to compete with you?
Sad to say, but MSFT has been around the block...
They are going to let goog compete with itself - and now that the street is sweating them a little - the street (its easy to say no estimates and we dont care what the street thinks when all is well)
Once your employees start bailing because your stock is underwater and the emps you have that have made millions decide there are better things to do, you can spiral pretty quickly, or at least stay mediocre for a long time...
UII love your comment!!
Crazy huh, that with no winning Internet strategy, MSFT is worth double google and makes more in one quarter than google does in a year (that was based on google peak performance, not in adv slowdown)
If MSFT doesnt want to pay $40, and they might, I am sure the market will pay $20 or so, maybe.
No one will even step in to put a low-ball offer since there is no point in wasting the legal resources on a battle you cant win, so unfortunately MSFT is the only batter, catcher, pitcher and fielder in the game. Yahoo is totally at their mercy.
If MSFT pulls their bid, Yahoos layoffs and internal consolidation strategy only worsened their position to innovate (less brains), and will only hasten their stock price decline. To this end Yahoo will have to overspend to acquire growth...
In the end, this could be a strategy of MSFT to let Yahoos ego put MSFT in a position to buy the co for $25 instead of $40 - bid what you know they will reject and let them flounder and cut their own leg off to keep you from buying them, in the end, you can can buy them for even less after they lost too much blood
MS drops bid (10%, too strategic for MS)
Sale goes through at $31. (30%)
MS / Yahoo split the difference and agree to $34-$36 over the next three weeks. (60%, probably about where MS really expected to pay at beginning of bid)
MSFT a short and YHOO a buy.
there may be truth in what you say with the Microsoft and Google performance but it's now all about growth. Google is running out of "clicks" and the large monkey is out of "fact rich" bananas with Vista sticky notes attached. What people on Wall Street don't understand is (quote) eugenics has been regarded by its various advocates as a social responsibility, an altruistic stance of a society, meant to create healthier and more intelligent people, to save resources, and lessen human suffering(end quote). Growth with Microsoft and Google has always been with buying but growth from a smart horse comes at the end of a long hard race finishing 1st and getting a nice cool rubdown. "Jerry and David's Guide to the World Wide Web" is the No. 1 Internet brand globally and taking a backseat to a Google or Microsoft of the World is not in their plan.
sounds like plain old fashioned stock manipulation to me.
naw....that would never happen.....right?
They still could pull the bid (especially as a double-secret, supreme, grande bluff), but if that's what was going on, they're just would have been simple announcement during a biz day. Definitely not this Friday after hours coordinated leak type thing.
Btw, I don't care that we're in a recession, if Softie pulls bid, I'm loading up on YHOO when the panic sales drive it back to $18. YHOO"s f'd up a lot, but they're also starting to get things right and still have way too many big $ generating ops both here, and especially in Asia, not to be major player for years to come.
MSFT can't afford to let this deal go bad. GOOG will sit back and laugh either way though.
I see that while I've been both occupied elsewhere and distracted composing this comment below, you've been apparently rolling through updates. And they really put a jaundiced eye on the hyperbole that hit the wires after the close and tossed Yahoo in a sack. Thanks for being a repository of fact. Sounds like one or more reporters today either distorted what they were told or got hold of renegade unauthorized leaksters.
On to my comments:
--
From Jim Goldman’s posting this afternoon – Microsoft: Walking Out On Yahoo Or Saber Rattling?” Posted By: Jim Goldman (CNBC Silicon Valley Bureau Chief):
http://www.cnbc.com/id/23960095/site/14081545?__source=yahoo%7Cheadline%7Cquote%7Ctext%7C&par=yahoo
I’d like to quote from Jim’s piece and make comments of my own. I’ll begin:
Quoting:
“The headline was attributed to a single source. It was quickly followed by the headline that ‘Microsoft believes Yahoo value may be less than when it initially made its bid,’ also attributed to a single source.”
My comments: I know that Microsoft’s market condition (in terms of its stock price) has worsened too, but much of that is largely attributed to the bid for Yahoo itself, and since the deal is partially tied to Microsoft stock, that statement from Reuters is both accurate and self-effecting by definition alone. But is it accurate in spirit and if so, how? I’m doubtful that the Yahoo “brain drain” supposedly referred to by the Microsoft leak campaign (per Henry’s analysis) is anything particularly worrisome to Microsoft.
I’m really not qualified to evaluate this but I tend to recognize that persons are leaving who might suspect they would be subject to replacement because of the merger… others possibly because of anti-Microsoft idealism (and you’d want them to go anyway) and the ones leaving now won’t qualify for Yahoo’s enhanced severance plan entitlements that are triggered by a change of control.
Okay, other severance costs that are later paid because of it might be worrisome and stock options and other benefits that are accelerated in vesting, along with quite a few other expenses, yes as well. But Microsoft understands the whole process of one-time charges for reorganizations… I doubt any of this is a big deal.
Quoting entirely in [brackets]:
[As soon as those headlines crossed, Yahoo shares promptly plunged by 5 percent. Microsoft is smart, delivering a clear message to Yahoo and the market:[line space added] If you won't negotiate (read: take our offer!) then we'll give you a little taste of what will happen to your stock if you don't. I spoke to someone inside Microsoft as this news was unfolding and this person told me there's a high degree of frustration inside the company and that this kind of rhetoric should not come as a surprise.]
My comments: Certainly frustration is in order within Microsoft’s management and it’s clearly understandable, however isn’t it at least worth mentioning that apparently this story was leaked right as, or just after, the market was closing on Friday before a weekend, and isn’t it reasonable to assume that the one who leaked the information might have known that the after-market thin trading of Yahoo shares would be rather vicious and crush the stock?
Quoting:
“If the deal goes away entirely, Yahoo shares will plunge into the teens and, says one person at Microsoft I'm talking to, Yahoo's board of directors will need a snorkel and mask to keep breathing from the flood of shareholder lawsuits they'll face.’”
My comments: It’s not entirely clear from his story whether this part of Goldman’s comments “If the deal goes away entirely, Yahoo shares will plunge into the teens” is attributed to Goldman’s “one person at Microsoft” or it’s Goldman’s own personal opinion, but it’s absolutely clear that he’s quoting that one person source for the remainder of it, including the assumptions regarding litigation against Yahoo’s board if the stock plunges into the teens.
I can’t know whether it’s reasonable to expect the board to suffer lawsuits and whether they’d have any merit or not if the stock were to plunge quite low, for any reason, but Goldman’s “one person” source within Microsoft seems to think so. It would seem reasonable to me that such a statement might be perceived as an attempt to foment litigation against Yahoo’s board in the event the stock declines.
Couldn't it also be perceived to be manipulative? Apparently Reuters has reported the opinion that market conditions have worsened for Yahoo. So, what would be the reason for litigation claims?… That the stock declined in value because of market conditions?… Or because the board sought to fulfill its fiduciary responsibility as it deemed that responsibility to exist, but just while at the same time unavoidable market conditions caused Microsoft to walk away?
Does it sound reasonable that any responsible official within Microsoft would seek to foment litigation against the board of a company it seeks to acquire? I seriously doubt it... and it would raise serious questions of ethics, or worse, if any official sought to attempt any form of manipulation or any even remote type of market coercion.
Quoting:
“There is also a fair amount of speculation that Microsoft will begin snapping up Yahoo shares on the open market and take control of the company that way.”
My comments: Well, indeed, after Reuters’ anonymous source and Goldman’s “one person at Microsoft” have leaked these comments and they’ve been both published and broadcast live on CNBC, should Microsoft intend to acquire Yahoo shares in the open market, they’ll have a much easier time doing it now. It was much easier after the close today and may even be easier should the stock gap down significantly Monday because of these stories. Too, there are regulatory filing requirements that limit what Microsoft can buy without disclosure. I don’t know for sure but I think anti-trust issues might require application and approval for significant purchases as well. Anybody know?
--
Finally, as I write this I believe the last AH price is quoted at 27.49, and it’s been lower since the proposal by Microsoft was announced. I hardly buy the notion that the market believes MSFT will walk. It’s back to about the price on March 24th and that’s in the AH trading. Even today I thought Goldman’s earlier story helped push the stock up, so, net-net the stock is off about .55-.60 for the day, about 2%, not the earth shattering abandonment Microsoft might have wanted if it did truly launch the leakster(s). I really doubt they authorized the leak, or at least I don’t believe they articulated a litigation threat for Yahoo’s board by Yahoo’s shareholders. I think that is just round-robin hyperbole that finds its way into multiple punditry… via the Pundinistas.
http://finance.yahoo.com/q/hp?s=YHOO
http://finance.yahoo.com/q/bc?s=YHOO&t=5d
http://finance.yahoo.com/q/bc?s=YHOO&t=3m
"I’m really not qualified to evaluate this but I tend to recognize that persons are leaving who might suspect they would be subject to replacement because of the merger."...
...I didn't mean that I personally witness this, but just read the reports you and others write about Yahoo employees that depart. By "not qual to eval" I just mean that I don't know beans about jobs in that industry, but the reported departures seem to be concentrated in middle-upper management jobs, often the exact type of jobs in which mergers reduce head counts.
I'm long MSFT and Yahoo calls, in various maturities including leaps on both stocks, but I have no affiliation whatsoever with either company. Had I any, I would not be so bold or unethical as to write about them here.
2nd: what is up with this unanimous source, person familiar but not authorized to speak... I would like to see a statement from microsoft to see how they will hunt down this unanimous trader" :)) Ya right...
Dirty tactics, fully expected but it just will not work. They have but ONE option and everything else are desperate attempts: increase your bid.
I HAVE A FEELING THAT MICROSOFT IS JUST TRYING TO MAKE PEOPLE SEE THEIR YAHOO STOCK BEFORE THEY INCREASE THE OFFER PRICE. THEY JUST HAVE TO.
Just my two cents - leaked on purpose or not, it likely (accurately) reflects where MSFT is coming from about now.
As for John, first poster: your own post reflects rather poorly - but just on yourself!
-steve
**I have no affiliation with any party to these negotiations**
--
Henry,
While I’ve for some days now been of the opinion I’ll now reproduce below, I did gain a clearer image of the Microsoft dilemma from both yesterday’s press fiasco and this morning’s (Sat) NY Post article you’ve linked above. Too, you’ve somewhere in this recent morass said you’d consider your own opinion of what tactics Microsoft might consider appropriate. I suppose you’re doing that in a broad sense with devil’s advocacy applied to several potential actions.
However, I’ll be specific and to the point. It’s not difficult for me to rationalize a tactic Microsoft ought to use, because it’s absolutely clear now based on the facts (as assumed accurately presented in the press) that it’s time for Microsoft to force Yang to the table. Apparently he must have an aversion to Microsoft that is deep-seated and philosophical. I can’t know if that is true but it’s simply too well founded in many reports from various sources not to be the case.
That’s tough for him because it’s not his company anymore. He and Filo could’ve kept it to themselves and he wouldn’t be faced with losing control. Tough… get over it, but get out of the way of the shareholders’ interests. I personally have delayed criticizing Yang and the board, since I have a broad perspective on fiduciary responsibility, but this refusal to negotiate a final financial workout with Microsoft after the passage of so much time, and so many other failed options as alternatives, is really beginning to stink.
It had been my opinion that the earliest filings of suits by Yahoo shareholders against Yahoo’s failure to negotiate with Microsoft had little if any merit. I thought they were simply too early in the grand flux of time and effort needed for a management team and board to fully evaluate Yahoo’s options, regardless of what the stock did in the interim. But but those were comparatively ancient times when the rigor of fiduciary responsibility still supported Yang and the board. I think that’s changed now… and it’s been changed for sufficient time that they ought to realize it.
It should be apparent to any reasonable person that they’re not likely to get the mystical 40-50 from Microsoft, and even if they could in some future time, it’s not likely now that they can endure beyond a likely loss of control in order to achieve it on their own.
Were I Ballmer, I’d deliver a message by secure means this weekend to Yang, in writing, and give him a deadline. It’s clear he’s not planning on responding to anything that isn’t a deadline in scope, because he apparently is incapable philosophically of doing it. I have no personal insights into Yang’s character or disposition although I tend to believe he’s an honorable and principled man. I thought he responded well to Yahoo being criticized by Congress over the Chinese dissident matter, but it must not have dawned on him yet that he’s failing now.
I have an analogy that might explain it. I know of a couple who lost a young adult son in an accident and, though after the proper passage of reasonable time for mourning and the observation of courtesy and respect for them, they were repeatedly and emphatically prompted by very responsible advisors to settle their son’s estate… but, because of the vast personal tragedy his death had caused them, they were unable to act… EVEN until the property was threatened for surrender to the state as unclaimed property. Even knowing that fact and being repeatedly warned, they still could not act. They were frozen emotionally and almost did not recover in time to prevent the loss of the property for the benefit of their living children that survived their brother.
Apparently Yang is losing his baby and he can’t deal with it. Tough… get over it. The grieving period is over. The wake is done… The dearly departed is about to be lain to rest. So, reach down and take a handful of dirt, Jerry, and kiss it and toss it onto the casket, because your baby is dead. Strangely, it would seem to me that Susan Decker would have interceded by now with a wake-up call for Yang. I can’t imagine that she or others wouldn’t have. It’s true – Enough is enough!… and it’s been too much for way too long already.
Here’s something of the text I might use were I Ballmer. I’ll just list the bullet content:
***The below is a fictional construction, not to be confused by any reader as a suggestion of fact***
atten: jerry yang, chief yahoo!
(*I’d be sweet and include the kindness and respect of the “!” in all communications to Yang and I might even use some lowercase yahoospeak as well, but I can’t make myself do it further here! – and that’s my own exclamation point)
Dear Jerry,
Microsoft plans to release a notification to the press at midnight approximately, Sunday, indicating one of two actions, either 1) – that Yahoo and Microsoft have agreed to begin, within the next 3 days, formal deliberations to reach a definitive agreement for price and terms in a proposal to merge our two companies, subject to mutually conducted limited audits, and based on our mutual acknowledgment that Yahoo has initially not accepted our current offer and would not be bound by these described actions, in and of themselves, to accept it, nor would Microsoft be bound likewise to preserve it, or 2) – that Microsoft has made its final offer to accomplish the former proposed action and that it is filing a slate of directors with Yahoo as early as is practical on Monday in order to pursue its right to present the current offer, unmodified in any way, except in the event of economic or market considerations beyond Microsoft’s control, to the Yahoo shareholders for their consideration.
I look forward to your immediate reply, not later than 6 PM (NY time) Sunday, in order that Microsoft can prepare its action.
Yours, Steve
(end)
--
Even all of that is not hardball from Microsoft, but just the result of two people each facing their own personal reality... the first is Jerry’s and Steve’s is the alternate. Such a mutually expressed and publicly released understanding clearly would take the pressure of being trapped to a price off of Yang, but it gets them to the table and their seconds and associated bankers will aid them in getting over the hump. If they don’t, neither party is any worse off and can retreat to their prior positions. Yang back to dragging his feet and Microsoft I suppose onward to its proxy fight and hostile tender.
They can still commit suicide and destroy the value of both of these companies if they want to.
You could have a two-casket requiem:
http://www.youtube.com/watch?v=swkT07TP-mo
Afterward, in the afterlife, Jerry would go to Hell and have to endure eternity doing “Live Search” for “Fiduciary Responsibility,” and Steve would do Hell listening to Cramer yelling “BooYah.” They could both do coffee break standing on their heads in knee-deep shit.
I would be there already bootleggin’ ice water and make a fortune, just off of them.
www.lifeaftertheoilcrash.net
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