Microsoft Walking From Yahoo Deal, Will Not Pursue Hostile

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steve-ballmer-microsoft-2.jpgMicrosoft (MSFT) is withdrawing its bid for Yahoo (YHOO). It will not pursue a hostile proxy fight.

Microsoft raised its bid to $33. Yahoo's board wanted $37 (Jerry Yang and David Filo reportedly wanted $38.)

Microsoft's release and a notably gracious (but firm) letter from Steve Ballmer hit the wires Saturday evening. Copy below.

We expect Yahoo's stock will drop to at least the low $20s on this news. Microsoft's should rise.

We think this is a smart move by Microsoft for four reasons:

  • We think the combination as proposed would have been a disaster.
  • We don't think Microsoft needs to be in Yahoo's business (Microsoft obviously disagrees)
  • We think $37 a share would have been too much to pay for Yahoo right now.
  • We think there is a reasonable chance that Microsoft might be able to buy Yahoo for less than $30 in six months to a year if Yahoo can't get its act together.

We think Yahoo is taking a big risk not accepting $33, especially if the offer was cash, and we imagine Yahoo shareholder frustration will be intense. We hope Yahoo continues to pursue its search outsourcing deal with Google, as well as its discussions with Time Warner over AOL. We suspect Microsoft might immediately emerge as a counter-bidder for AOL.

See Also:
Microsoft-Yahoo Still Negotiating, Deal Odds "50-50"
60% Chance Microsoft Walks From Yahoo Deal

Release:

Microsoft Corp. today announced that it has withdrawn its proposal to acquire Yahoo! Inc.

"We continue to believe that our proposed acquisition made sense for Microsoft, Yahoo! and the market as a whole. Our goal in pursuing a combination with Yahoo! was to provide greater choice and innovation in the marketplace and create real value for our respective stockholders and employees," said Steve Ballmer, chief executive officer of Microsoft.

"Despite our best efforts, including raising our bid by roughly $5 billion, Yahoo! has not moved toward accepting our offer. After careful consideration, we believe the economics demanded by Yahoo! do not make sense for us, and it is in the best interests of Microsoft stockholders, employees and other stakeholders to withdraw our proposal," said Ballmer.

"We have a talented team in place and a compelling plan to grow our business through innovative new services and strategic transactions with other business partners. While Yahoo! would have accelerated our strategy, I am confident that we can continue to move forward toward our goals," Ballmer said.

"We are investing heavily in new tools and Web experiences, we have dramatically improved our search performance and advertiser satisfaction, and we will continue to build our scale through organic growth and partnerships," said Kevin Johnson, Microsoft president for platforms and services.

    Below is the text of the letter from Microsoft CEO Steve Ballmer to Yahoo!
CEO Jerry Yang.


May 3, 2008


Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089


Dear Jerry:

After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.

I first want to convey my personal thanks to you, your management team, and Yahoo!'s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.

Also, after giving this week's conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.

We regard with particular concern your apparent planning to respond to a "hostile" bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:

    -- First, it would fundamentally undermine Yahoo!'s own strategy and
long-term viability by encouraging advertisers to use Google as opposed
to your Panama paid search system. This would also fragment your
search advertising and display advertising strategies and the ecosystem
surrounding them. This would undermine the reliance on your display
advertising business to fuel future growth.

-- Given this, it would impair Yahoo's ability to retain the talented
engineers working on advertising systems that are important to our
interest in a combination of our companies.

-- In addition, it would raise a host of regulatory and legal problems
that no acquirer, including Microsoft, would want to inherit. Among
other things, this would consolidate market share with the
already-dominant paid search provider in a manner that would reduce
competition and choice in the marketplace.

-- This would also effectively enable Google to set the prices for key
search terms on both their and your search platforms and, in the
process, raise prices charged to advertisers on Yahoo. In addition to
whatever resulting legal problems, this seems unwise from a business
perspective unless in fact one simply wishes to use this as a vehicle
to exit the paid search business in favor of Google.

-- It could foreclose any chance of a combination with any other search
provider that is not already relying on Google's search services.

Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft's proposal to acquire Yahoo!.

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

    But clearly a deal is not to be.

Thank you again for the time we have spent together discussing this.

Sincerely yours,
/s/ Steven A. Ballmer

 

 

 


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128 Comments

it is good for both companies if true; a purchase would have killed both companies.

Rapture said:
AOL up next?

Yanks said:
What does this do to Yahoo! stock on Monday?

tailfins said:
Clearly good news for TWX. One of these two (Y! most likely?) has to buy AOL next.

tdurden said:
yet another negotiation tactic

zaffuto234 said:
Finally an end to this. I have been following this for the beginning and its good to see this saga come to an end. Yahoo shareholders will be mad so jerry better be able to show that yahoo is improving over the next couple of months.

Yanks said:
What do you do with Yahoo! shares now though? If this report is true what is the next step? Sell Yahoo! now?

Rapture said:
Isn't Advertising.com running their servers on .NET?

zaffuto234 said:
From what I have been reading if this is true and microsoft is walking Yahoo! shares will fall to slightly higher then where they were pre microsoft bid.

Yanks said:
How much before the bell on Monday will Yahoo! shares be?

http://www.microsoft.com/presspass/press/2008/may08/05-03letter.mspx

Ahmad said:
Yahoo stock will not be 19 but I think it will be 23/25.. shorts I bought MS stock on Friday at 28.99 because, I was thinking MS will go up anyway.. Here were my thought published in Google/Yahoo forum:

http://finance.google.com/group/google.finance.658890/browse_thread/thread/a9330add73c2cc86/7c4f5b9b2e32ee64?hl=en&lnk=st&q=#7c4f5b9b2e32ee64

short pressure forced balmer to withdrawal. Higher offer to follow...

Tim F. said:
Well, you were right the first time when you said 60% they'd walk and wrong when you said they were close. Don't you hate it when that happens?

Mike said:
Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089


Dear Jerry:


After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.

I first want to convey my personal thanks to you, your management team, and Yahoo!’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.

Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.

We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:


First, it would fundamentally undermine Yahoo!’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.


Given this, it would impair Yahoo’s ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.


In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.


This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.


It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo!.

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

But clearly a deal is not to be.

Thank you again for the time we have spent together discussing this.

Sincerely yours,

Steven A. Ballmer
Chief Executive Officer
Microsoft Corporation

***********


About Microsoft

Founded in 1975, Microsoft (NASDAQ: MSFT) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

Disclosure Statement

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as Microsoft Corporation’s ability to achieve the synergies and value creation contemplated by the proposed transaction, Microsoft Corporation’s ability to promptly and effectively integrate the businesses of Yahoo! Inc. and Microsoft Corporation, the timing to consummate the proposed transaction and any necessary actions to obtain required regulatory approvals, and the diversion of management time on transaction-related issues. For further information regarding risks and uncertainties associated with Microsoft Corporation’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft Corporation’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft Corporation’s Investor Relations department at (800) 285-7772 or at Microsoft Corporation’s website at http://www.microsoft.com/msft.

All information in this release is as of May 3, 2008. Microsoft Corporation undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

*************

For more information, press only:

Rapid Response Team
Waggener Edstrom Worldwide
(503) 443-7070
rrt@waggeneredstrom.com

Joele Frank, Wilkinson Brimmer Katcher
Joele Frank/Eric Brielmann/Jamie Moser
(212) 355-4449

Financial analysts and investors only:

Colleen Healy, General Manager
Investor Relations
(425) 706-3703

Note to editors: If you are interested in viewing additional information on Microsoft, please visit the Microsoft Web page at http://www.microsoft.com/presspass on Microsoft’s corporate information pages. Web links, telephone numbers and titles were correct at time of publication, but may since have changed. For additional assistance, journalists and analysts may contact Microsoft’s Rapid Response Team or other appropriate contacts listed at http://www.microsoft.com/presspass/contactpr.mspx.

Henry Blodget said:
Yes...although I do think they were close. $2 each. Surprised they couldn't get it done.

Yanks said:

j said:
May. 03, 8:15 PM
short pressure forced balmer to withdrawal. Higher offer to follow...

Where do you see this? Or is this your opinion? I can't believe Yahoo! is being so close-minded and hard-headed I am absolutely fearing Monday right now.

Jim said:
Market reaction:

MSFT UP

GOOG UP MORE

YHOO DOWN DOWN DOWN

YHOO to get sued from every direction

Sounds like the problem wasn't just the price but Yahoo's strategy of working with Google.

Ahmad said:
IMHO: Although, this news will come like a hammer on some shorts and Yahoo shareholders but I think it is good for Yahoo in many ways and my thoughts:

1- The deal drove attention to Yahoo more, during this time Yahoo has improved its FP. I personally changed my Homepage to Yahoo from Google.

2- Strengthen Yahoo position in the market.

3- Over 3 month period, Many of the longs sold their shares, many shorts sold theirs too. The remaining were the real short shorts who wanted to make last day cheap money and I do not think they will sell their shares easily.

4- Yahoo stock will not drop to 19, I think 23/24 range. Yes, I might be wrong but many shorts will wait to see if MS comes back or Yahoo reorg and do better job in this/next year.

5- Good for MSFT because, SteveB did not paid more than what would hurt MS stock dramatically aka 35/37...

Mike said:
with its Yahoo offer Microsoft has confirmed that its online business is a disaster. MSFT will still be down short term...

equentus said:
$35 is coming, maybe even $37. What they are doing is getting YHOO down a bit to buy up shares themselves (major holders who know the deal will happen) at a substantially lower price then come back around with a higher ofer. Thus making a ton of extra money themselves. Also, needed MSFT stock price higher for a higher bid....short pressure

Gordon said:
FIRST SPITZER AND NOW THIS - THERE IS A GOD!!!!!!!!!!!

HEY ALL YOU YAHOO SHAREHOLDERS - I WANT YOU TO HOPE IN ONE HAND AND SHIT IN THE OTHER AND SEE WHICH ONE FILLS UP QUICKER.

GOOD LUCK, LOSERS!!!!!! YOUR STOCK IS NOW HEADING BACK TO THE TEENS ON MONDAY - WHERER IT BELONGS!

Sue Decker said:
I want to sell the company, but Jerry does not!!! I am dying here seeing the company go to hell. Help me. I am trapped in this dump.


RC said:
All - Below is my post from April 30th on this site. I hope some YHOO longs read my post on the 30th and at least were given a reason for pause or they protected themselves with Puts. The upside was too limited and the downside risk was too great IMHO. Of course, we don't know how it will open on Monday (for the real downside calculation) but I doubt it will be pretty.


Here is what I said on the 30th. I've had deal negotiating experience. I have no knowledge other than what I have extensively read on the matter between MSFT/YHOO. As a point of disclosure, I have been long MSFT for sometime now and have no ax to grind with YHOO. I was involved in a deal in the last 6 months that developed into a strikingly similar impasse. I thought I'd share what happened. We had "our Yang" on one side and "our Ballmer" on the other. "Our Yang" had unrealistic expectations and either couldn't or wouldn't accept the fact that the market had changed over the last 9 months. "Our Ballmer" desperately tried to do everything to make the deal - taking into consideration the changes that occurred in the market. However, "our Yang" acted just like the real Yang. He just didn't want to hear it. The end result was that "our Ballmer" could not justify "our Yang's" unrealistic expectations and walked the deal. Now 4 months later, "our Yang's" deal is on the market again for a significantly lower price than he could have obtained from "our Ballmer" and there is less interest. My assessment is that unless YHOO comes to the table fast (24-48 hours to accept a $32/34 deal -- MSFT will walk and YHOO stock will plummet to very low 20's. In my example above, people really thought that "our Ballmer" was "too pregnant with the deal" to walk but they grossly miscalculated. I predict the same outcome here IMHO.

Rav said:
Guys, those are my comments from last weeks thread. I still believe this is how it will play out in the market.

Rav said:
Apr. 26, 2:31 PM
I think MSFT goal is to acquire YHOO at <= $35 in a friendly deal. Its simply not worth that much if they have to go hostile. In fact it may not be even worth a few bucks lower, if they have to go hostile, due to all the negatives that come out of the hostile deal like uncertainty, employee churn, distraction etc. Its possible that Yahoo management may adopt a scorched earth policy if they see a hostile deal winning.

As joeblow explained above a +/- 10% is not a big deal for MSFT considering their financial condition and how desperate they are for YHOO. They have all along been trying to get a friendly deal, so I doubt they would go hostile at this point. Also I believe that Yang won't accept anything below $40 for a friendly deal, which MSFT can't afford due to the negative effect on its stock. I think the most likely outcome at the end of this weekend, would be that MSFT would pretend to walk, just to see the effect on YHOO stock. After a few weeks of this pretension, if YHOO stock goes down significantly, they will come back with a hostile $31 offer. If YHOO stock remains unchanged or goes up (I know, very few people believe in this scenerio, but its likely in my opinion, depending on market conditions), then they will complete a friendly deal with Yang in the $35 - $40 range. They would have a good justification and a stronger stock for this at that point.

Assuming this is how it plays out and MSFT walks on monday, the way to benefit from this is with a hedged options play is as follows:
1. Its stock will go up short term. Once it settles, buy Jan 09 puts on MSFT.
2. YHOO stock will react and fall down a few bucks . Once it settles, buy Jan 09 calls on YHOO.
3. Also buy GOOG Jan 09 calls.

After a few months, its likely that MSFT would close on Yahoo. In that case both (1) and (2) will make money. If that doesn't happen, then (1) and (3) will make money and cover any losses on (2). If YHOO makes a deal with GOOG to outsource its search, then all of them (1), (2) and (3) will make money.

In the worst case, if nasdaq crashes, (1) will make money probably not enough to cover losses from (2) and (3), and if nasdaq rallies big time, (2) and (3) will make enough to cover any losses from (1). At this point nasdaq crashing seems like a low probability event based on valuations.

test said:
I am surprised they don't reach a deal at $35 (half point of 33 and 37) after spending all the energy.

It reads like Ballmer was pissed by Yahoo's deal with Google.

Goober said:
@Gordon,
I've said it before and I'll say it again. The loser is you. Thanks again for your high intellect comments. You've clearly dazzled the SAI community with your infinite omniscience (based on all those who responsed to your waste of space rants). Enjoy your MSFT downward spiral as Goog Apps rips 15% market share over the next 2 years and sinks an already unraisable stick.

Gordon said:
msft was trading at $32.60 on 1-31-08, the day before the announcement. i wonder how long it will take to get back there.

Rav said:
Another comment that I have is that, Yang and Yahoo BOD have now boxed themselves in a corner, where the only option they have of preventing a catastrophic drop in value and share price is announcing a search outsourcing deal with GOOG ASAP. Since Yang was so steadfast in negotiating the deal with MSFT, I believe he must already have a broad agreement with GOOG in his pocket. I would not be surprised if YHOO and GOOG are negotiating the details and announce something before Mr. Market opens on monday.

If this plays out as I expect, any guesses on what the GOOG open would be on monday?

Victor - any ideas?

disclaimer: long on GOOG, no positions on MSFT/YHOO

me said:
It looks like Google is the sole winner of this saga.

I still can't believe Ballmer think its company can take on Google without Yahoo's help, my misjudgment indeed.

How many of you think that Ballmer will come back to court Yahoo again?

The illusionist said:
I'm shocked even though I had hedged my bets against Yahoo's utter stupidity, I could never have expected Microsoft to "simply" concede and walk!!!

We need to hear the whole story from Yahoo's side...now.

If Yahoo brought this upon themselves not only have they wrecked their fragile eco-system, they have acquired a great deal of scorn, litigation and ridicule in one fell swoop.

Gordon said:
MSFT can buy yahoo 12 months from now for 10 cents on the dollar. mark my words.

downer said:
The market will overreact, as it always does in these cases. Yahoo below $19 on Monday, to $15 or so over next two months.

gplex said:
Yang can't manage his way out of a paper bag. Good luck, shareholders!

FM said:
And, best to you Jerry on the elevator drop you forced upon shareowners. MSFT ain't coming back so dismiss that thought. Get the resume updated as your soon to be cashiered. Good on ya SB.

yes said:
great move by ms - yahoo board overplayed its hand. do yahoo shareholders believe jerry & co will get them to $33?


Victor said:
The interesting part was the comment for Yang to stop using Google. That's the most important thing to note. Ballmer is terrified that that will happen. Now that Yang has seen the results I think it'll be highly likely. Their stock is going back down the toilet, but Yang has an instant way of goosing revenues by 70% per page. It's clear Panama has been a failure and isn't going to save them.

Jerry: Save your stock. Use Google. Fire your entire ads team, and differentiate yourself based on quality services like Yahoo finance.

Scott Johnson said:
WTF was Filo doing in WA with Yang? He isn't on the board and he isn't an advisor. He's a co-founder. BFD. That doesn't give him the ability to seal the fate of the company. He's just another shareholder these days.

Don Johnson said:
I kept saying in my posts this would happen. Now give it time (at least a couple weeks to a month) and MSFT will be back.

Yahoo Employee said:
Great. The only stock options I have are at 36 and Yahoo has stopped handing out the stock so much since they have to count it as an expense. This deal was my only hope. Time to start looking for a new job.

hidehoe said:
These guys have a point..

5-3-08: After three months of haggling, the Microsoft and Yahoo saga finally came to an end with Microsoft opting to walk. Microsoft was willing to pay $33, but Yahoo wanted $37. You would think they could simply decide to go. read more at

http://ibooyah.com/blog-mt/mt-search.fcgi?IncludeBlogs=1&search=yahoo


Yahoo Employee II said:
Ditto

Ghost of Jerry Levin said:
Hey Steve, Enjoyed our chat last night. I see you took my advice. - Jerry


Yahoo's press release:

http://yhoo.client.shareholder.com/press/releasedetail.cfm?ReleaseID=308131

They are clearly delusional. Let's see publically all the shareholder support for leaving $33/share on the table! Bill Miller of Legg Mason seemed pretty happy with 31-32/share in his last comments..

If they have anything to say about Google or anything else up their sleeves they better put out a better release than that one before monday morning!

I... like tons of shareholders I've come in contact with would have jumped at $33/share. OK... I need to go throw up now.

The illusionist said:
Someone was previously commenting about how Yahoo failed to add a term to the day-to-day English lexicon like "Xerox It" or "Google It."

Now they finally did "Yahoo'd" will forever be known as the new term for "Fuck'd"

Please excuse my French.

Messa said:
What I'll be interested in seeing is what the big boys do....They are going to see red.

Blue Dream said:
All you folks look at a 4 year chart on AAPL, then look at their diverse product line, the future possibilities of each product in the line, the complete hardware/software solution and intuitiveness of each product, see the room for growth in their market share, learn that their market cap is now four time Dell's, and then sell your Micro$oft and Yahoo and invest it where it has a more stable chance to grow in AAPL while you can still afford it.
Oh, and drop the bah-humbugs and later don't say you weren't told. Tell your stockbroker what to do instead of him telling you like I did.

Garbanzo said:
Is Y!'s deal with Google re: AdWords moving forward now that the MS plan has fallen through? A even-more-powerful Google scares the bejesus out of me.

Don Johnson said:
Msft will not bid for AOL, it's not what they are looking for in terms of synergies (I dislike using that term but appropriate here to convey the sense of corporate attitudes being flexed, and the term flexed is appropriate, implying muscle rather than thought)and as previously posted MSFT will end up going back to Yahoo again and next time Yahoo accepts. I do not think it will take to long, but if it does get dragged out into the summer then the chances are given an extra boost by the fact the market will be be down from current levels making $33 relatively more attractive. If the market feels any worse than it's recent depths, they may even be able to do it at $31, but I doubt the former.

Neek said:
Google continues to kick ass. Even more so now that MS had walked, and Yahoo! falls for their trap and dies an ever faster "slow" death by their hand.

Obviously, it wasn't the small price difference, but the GOOG deal, that did it.

Boy does Jerry have an "interesting" few months coming up.

Don Johnson said:
Msft will not bid for AOL, it's not what they are looking for in terms of synergies (I dislike using that term but appropriate here to convey the sense of corporate attitudes being flexed, and the term flexed is appropriate, implying muscle rather than thought)and as previously posted MSFT will end up going back to Yahoo again and next time Yahoo accepts. I do not think it will take to long, but if it does get dragged out into the summer then the chances are given an extra boost by the fact the market will be be down from current levels making $33 relatively more attractive. If the market feels any worse than it's recent depths, they may even be able to do it at $31, but I doubt the former.

Yanged said:
I still think it may be a tough line negotiating tactic. Get Yahoo to agree on a deal at 34-35 before the weekend is out. It is a game of poker - read Ballmer's letter - he still wants Yahoo and thinks it would be best for both of them. Why does he lay out the specifics of the negotiations, including the price difference?


jerry $ucking Yang Mother @ucker said:
no doubt he will be facing massive lawsuits. I am long Yahoo and very pissed... he should have taken the deal. That SOB!!

740_ParkAve_10021 said:
buy the jan.2010 Yhoo 30 calls on monday. You should trade at .25-.50 and may make a wise investment.

It is unlikely MSFT will give up as the next product cycle is Mobile search. Yhoo has strategic partnerships, which, are 'need' and 'want' for MSFT.

This is not the end. But the end of the begining.

Why didn't you yahoo share holding bozos sell your stock in the last three months? :P

Ken G. said:
Obviously, price wasn’t the only difference between these two companies. If that were true, it would have been easy enough to bridge at $35. Each side moved a bit on price to save face and protect their interests, but neither wanted the deal in the end.

For that reason, and if the pending GOOG/YHOO ad deal happens, I don’t think this deal EVER comes back to life.

Yahoe! said:
Sell Sell Sell!

Get out now before the stock hits $15!!!

Goog_wins! said:
Google wins! MSFT is dead, and well YHOO better just hand over google to Goog Ad-sense.
Who thinks GOOG=800 by 09'
and 1000, by 2010???

thoughts?

Charlie said:
Any thoughts as to where MSFT stock trades next week? Henry Blodget predicts higher, but how high? Be nice to see a 5% - 10% pop. And it does seem reasonable.

Short_MSFT said:
yeah, MSFT will open higher, but short it. It won't be able to compete with GOOG open applications within 18 months. Both YHOO and MSFT are dead companies in the new era. Yhoo signing ad deal with Google puts the icing on the tip for MSFT future.

MSFT=dead
Yhoo=saved by Google
Goog=the almight king.

Ballmer_Needs_Rogaine said:
Ballmer better get rogaine if MSFT shares move towards 25 6months out...

Mark Ashton said:
I'm not big on regulators but does anyone seriousy think the US DOJ and the EU won't shit bricks if Yahoo! and Google enter into any kind of serious search-related business arragement? I mean, come on! That would be like Microsoft becoming the sole distributor of Mac's and iPods. Not gonna happen. Right?

Mark Ashton said:
Short_MSFT - How old are you? Seriously, how old are you? My guess is you're either still in college or a recent grad. Because if you think that "GOOG open applications" are going to sink Microsoft you clearly no nothign about history or about how businesses buy software. Microsoft can immediately undermine GOOG apps with ease but releasing their own Web-based versions of Word and Excel. It's trivial. They'll obviously need to do it in a way that complements the native Windows versions but that'll be easy. And GOOG apps is not Google's core competency. Google has a grand total of ONE successful business: search. Everything else is either bleeding money or barely breaking even. They don't have any enterprise cred. They may be able to build that over time but it's not going to happen immediately. It took Microsoft many years to effectively compete in the enterprise. And in anticipation of the usual BS/pithy retorts (yeah but it takes Microsoft years to do anything...) you should note that Microsofts business software business (servers OS, SQL, etc.) on its own would be one of the biggest and most profitable software companies in the world. They're not slouches.


Mark Ashton said:
Short_MSFT - How old are you? Seriously, how old are you? My guess is you're either still in college or a recent grad. Because if you think that "GOOG open applications" are going to sink Microsoft you clearly no nothign about history or about how businesses buy software. Microsoft can immediately undermine GOOG apps with ease but releasing their own Web-based versions of Word and Excel. It's trivial. They'll obviously need to do it in a way that complements the native Windows versions but that'll be easy. And GOOG apps is not Google's core competency. Google has a grand total of ONE successful business: search. Everything else is either bleeding money or barely breaking even. They don't have any enterprise cred. They may be able to build that over time but it's not going to happen immediately. It took Microsoft many years to effectively compete in the enterprise. And in anticipation of the usual BS/pithy retorts (yeah but it takes Microsoft years to do anything...) you should note that Microsofts business software business (servers OS, SQL, etc.) on its own would be one of the biggest and most profitable software companies in the world. They're not slouches.


Mark Ashton said:
Sorry for the dorky double-post. Oops.

lucky i dont on YHOO said:
Well well well.

I do feel for the avg person that has shares in YHOO. Share price will erode. Yhoo must go forawrd with goog now and sell their soul as mentioned last week. Was that just hardball...well gotta do it now.

I think we all know what a good swift punch in the c$ck feels like. I sure do! SO YHOO shareholders get out the ice bags.

I am long msft. Yes yes we all know GOOG is number one and may shorten their symbol to g.o.d ( no offence to any religious people out their hence the small g) but there is STILL growth potential for MSFT. They can put $50 billion towards that!.

Well i wish averyone the best in making their personal fortune in this market!


Short_MSFT said:
MSFT=dead money. If only you knew what google is up to. And Yhoo, GOOG= hate MSFT. All the new tech eingineers hate MSFT with passion. IF you really think MSFT will have greater market cap than GOOG in 5 years, keep dreaming. MSFT=old school, they don't understand 'linux'...

Ballmer is a tool, this guy has no idea of the new age. you heard it here first, GOOG to 1000 by 2010.

lucky i dont own YHOO said:
Well well well.

I do feel for the avg person that has shares in YHOO. Share price will erode. Yhoo must go forawrd with goog now and sell their soul as mentioned last week. Was that just hardball...well gotta do it now.

I think we all know what a good swift punch in the c$ck feels like. I sure do! SO YHOO shareholders get out the ice bags.

I am long msft. Yes yes we all know GOOG is number one and may shorten their symbol to g.o.d ( no offence to any religious people out their hence the small g) but there is STILL growth potential for MSFT. They can put $50 billion towards that!.

Well i wish averyone the best in making their personal fortune in this market!


Steve Ballmer said:
Ok, I am fake. I know. I am Ahmad. :)

Well, I cannot judge what Steve did. because he wants to buy Yahoo for the good of Microsoft but Yahoo asked for more than MS is willing to pay. It is simple.

I think Yahoo stock will not go down that much. In the first day. some of the shorts will try to nail it down but should go up again.

Yahoo will be in much better position now than pre-MS-Buying-it era.

I think MS is still interested to buy Yahoo and who knows. Yahoo might come in few days/weeks and accept MS offer WHEN MSFT Stock is higher so the aquistion is cheaper for MS.

MS did a great favor to Yahoo even if it does not buy it....

We can just wait and see what the Real Monkey boy does..

Peace.

Steve Ballmer said:
Ok, I am fake. I know. I am Ahmad. :)

Well, I cannot judge what Steve did. because he wants to buy Yahoo for the good of Microsoft but Yahoo asked for more than MS is willing to pay. It is simple.

I think Yahoo stock will not go down that much. In the first day. some of the shorts will try to nail it down but should go up again.

Yahoo will be in much better position now than pre-MS-Buying-it era.

I think MS is still interested to buy Yahoo and who knows. Yahoo might come in few days/weeks and accept MS offer WHEN MSFT Stock is higher so the aquistion is cheaper for MS.

MS did a great favor to Yahoo even if it does not buy it....

We can just wait and see what the Real Monkey boy does..

Peace.

Attention everyone at AOL: this is a gift from God dropped right into your laps (read: strike a deal with Yahoo! to combine ad platforms, content and portals while you can - or wish you had years from now. MS will eventually snag Yahoo! - come hell or high water - if AOL doesn't cross the finish line first).

zh said:
I purchased a msft option spread 2 weeks ago, with $30 strikes (july exp.). I expect msft stock to rise on this news. I plan on selling the put mon am, and holding the call until msft hits about 33. profit will end up being about 50% of inital outlay. any thoughts on this strategy?

personally, while i think yhoo would have been good for msft, they offer was too high, and in the end, msft did the right thing. always better to walk away and to miss a deal then to stay, buy and suffer the concequences of a deal gone bad.

risk:reward said:
i think the market wills suprise a lot of people.

lets say msft didn't walk and negotians continued, yhoo woould probably only edge up a bit on monday.

with msft walking, everyone is expecting the stock to go down the teens.

well, if you've been around long enough and are active in the markets like i am, then you know that when everyone thinks a stock, 'has to go to x' it rarely does.

i predict that the smart shorts will make money, but not the killing they thought.

i see yhoo hitting support at 22-24. it may briefly visit lower prices to check if there are any momo shorts ready to hitch a ride, but i think it will settle in the low to mid 20s.

UNLESS.......yhoo moves ahead with the goog alliance. then i see the stock pretty much staying were it is, up or down a buck.

to risk:reward said:
"i see yhoo hitting support at 22-24."

you're talking about a company that can barely grow the top line in an exploding industry...\

this thing treads in the mid-high teens after getting a temporary bump from the goog deal

Victor said:
Rav: barring any market foo, I think GOOG opens above $600. I think this stock is going to rocket back to $700 in short order. It's the cheapest stock in the tech space. Just compare it to AAPL!

As I told Henry a while ago after the absurd Comscore release, those who bought GOOG at $450 were going to be very happy with that decision. I hope you listened Herr Blodget.

..But I bet as always that AOL will be a day late and a dollar short. It couldn't work out any other way.

And to anyone surprised at Microsoft for not going hostile? No-brainer: I predicted it here a few days ago (don't feel like linking to myself but maybe someone reading this saw that comment, too) and I even explained why. Negotiation for something this important to someone (Ballmer) is similar to a romantic pursuit, and to do it right, you have to move carefully or you'll never get what you want. Ballmer knows this. Almost no one ever talks about it but he just made almost the same proposal to Yahoo! about this time last year, and this might not be the last time he pushes it, but even if it is he walks away for now looking gentlemanly and leaves Microsoft's reputation and dignity more or less intact, save the air of desperation that will linger over them now like day old garbage.

If you know anything about Ballmer (and honestly I don't, just what I read here and on a few other blogs) you know he will never let a deal this important to him resolve into an ugly, toxic, reputation-ruining battle.

Rav said:
MSFT shot itself in the foot by this charade of a deal. YHOO was at ~$18 when the deal was announced and it will definitely end up higher than that tomorrow. Those who bought in YHOO after the deal was announced should realize that they were betting on a coin toss and just eat their short-term losses. The implied MSFT put is still there and that will limit the losses on the downside. If YHOO comes up with some deal to improve monetization, that should help as well.

This deal has forced YHOO to evaluate all its strategic alternatives and focus on improving their monetization by signing up a deal with GOOG. I expect them to announce something soon. This will cause GOOG to get stronger and YHOO become a stronger number 2 in search. MSFT would be a distant thirst and worse off than their original position.

Any bounce in MSFT stock would be short-lived because by walking from the deal, they are just trading short term comfort, with a gaping hole in its long term strategy. Unless MSFT acts aggressively, it would end up like a 10-15 PE dividend yielding tech stock like IBM in a couple of years.

Ahmad said:
Rav. I totally disagree with you. MS walk-away was good for yahoo and this is a favor to Yahoo, and Yahoo should thank MS for that. Seriously...

I get really annoyed where most of people focus on one side of the story and forget the other. The ball is in Yahoo's court, Neither MS or Yahoo rejected the acquistion because they do not want it to happen, The issue was Price. and Price will be solved when Yahoo stock sink and MS stock jump, at that Point, MS Can pay 50 B. easliy considering the offer was half cash/half stock.

I am not saying MS is buying Yahoo or not. I am just assuming this Walk-away aint permanent, Yahoo can accept the offer later on.... Who knows..

Another yahoo employee said:
I am Yahoo employee and I can say this company has started to suck big time. I was hoping that MSFT may bring some good changes in organization. It is time to move out of this shit place.


Neek said:
Ahmad, Jury's out on whether it's actually about price. The difference was too small. It's likely that the Google poison pill was the culprit.


Mangal said:
Will this slow down hiring at MSFT?

to neek said:
on point

Oli Burgess said:
I know that it would not have made financial sense to MSFT, but I think this deal would have been good for the internet. I'm all for anything that can stop GOOG and its a real shame that from this GOOG has become even stronger.

I fully agree with Oli Burgess. And I don't understand Yahoo execs, do they understand what their shareholders want? MS gave the offer and Yahoo started to rise. If that's not a clear sign, what is?

I wouldn't be surprised if Yahoo fell below $15. Yahoo is in a worse position than in January, and in a more challenging market environment. It has experienced severe attrition. Yahoo's engineers, like most Silicon Valley engineers, are rabidly anti-Microsoft and the best left as soon as the offer was announced.

This antipathy is of course the reason why the merger would have been a colossal failure in the first place. I am kind of sad, as the destruction of Flickr was a small price to pay for an acceleration in Microsoft's demise.

Oli Burgess said:
Do you think discussions will resume in a few weeks? (Once the share price has fallen and the board faced with lawsuits and pehaps replaced)

Gordon said:
Blame it on Google

Microsoft CEO Ballmer said the software giant decided to walk away from a bid because Yahoo would become 'undesirable' if it formed an alliance with Google.

http://money.cnn.com/2008/05/03/news/companies/google.msft.fortune/index.htm?postversion=2008050323

Gordon said:
so what does msft go to on monday? $32-$33? and where does yhoo go? $21-$22??? these were the 1-31-08 prices pre-announcement.

I don't think that the merger would be a colossal failure, although there are many things that should be solved, as difference in corporate culture, I think that in the short term the eyes would be focused on Mr. Yang. And he needs to offer something stronger than "maximizing shareholder value and pursuing strategic opportunities" as he said in his letter. He had the chance to "maximizing shareholder value". While I could be wrong, I do believe that we will see more talks and lots of explanations when shareholders start to ask questions.

A Current Yahoo said:
The only winner in all of this is Google. Now watch a whole load of talent at Y! leave over the next few months...

Gordon said:
i believe the yahoo employees would have been angry and bitter at the merger. they despise msft and for many years saw themselves as the anti-msft. and msft employees would have resentment back. don't underestimate this insidious effect on the company.

Gordon said:
i own a bunch of twx. i hope now somebody takes aol of our hands that really knows what the f**k to do with it. i hope GOOG buys it. GOOG could use all those AOL properties and put them under the GOOG umbrella.

It would be interesting to ask Eric Schmidt what he thinks about this situation...

jenkins said:
Nearly all of yahoo's growth now comes from acquisitions. If you strip our inorganic growth they are no longer a high growth stock. This means that their days of robust stock growth are over.

YAPOO said:
YAPOO!

joetunn said:
would be interesting 2 c what the biggest holders, legg mason and capital world investors, think about this situation...

StockGuru said:
Based on a project we did as part of MBA M&A class at UC Berkeley, walk-away price ("not a dime above" price) Microsoft could have paid for Yahoo was $36. Since Yahoo board and Jerry Yang could not come to terms to $35, this saga ended in a impasse.

Check out more details of analysis at:

http://smaniyar.blogspot.com/2008/05/yahoo-microsoft-m-analysis.html



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Let the punishment begin said:
Tomorrow, just watch as Yahoo! stock takes a dive and the angry shareholders start rounding up tar and feathers for Jerry, before suing the Ying Yang off of him!

Yahoo Employee III said:
I'm also a current Yahoo Employee, and I think Jerry Yang did not do his fiduciary duty in acccepting the deal.

I don't know a single employee who would be angered by being bought by Microsoft, except for a few "hardcore" engineers. Every other employee would have been ecstatic with $35.

We missed out on a lot, the options/RSUs, our ESPP bump, severance plan, and probably Microsoft was going to give us a retention bonus as well.

Thanks alot Jerry.

Monumentally stupid move by Yahoo! Their stock will drop to the low $20's (or less) and will remain there for the next 18 months, longer if they take G's ad delivery plan.
What do they become then, message board operators? Content providers? News aggregators?

This is incredible. As a combined entity with Microsoft they would have been able to confront Google. Now Google becomes number one for the next couple of generations at least.

Yahoo! got played by Google's sweet ad deal and a HUGE dose of naivete on the part of Yang.

I believe in the end it was his inability to see outside the culture of Sunnyvale/Redwood City/Palo Alto.
Too far in the forest........

Monumentally stupid move by Yahoo! Their stock will drop to the low $20's (or less) and will remain there for the next 18 months, longer if they take G's ad delivery plan.
What do they become then, message board operators? Content providers? News aggregators?

This is incredible. As a combined entity with Microsoft they would have been able to confront Google. Now Google becomes number one for the next couple of generations at least.

Yahoo! got played by Google's sweet ad deal and a HUGE dose of naivete on the part of Yang.

I believe in the end it was his inability to see outside the culture of Sunnyvale/Redwood City/Palo Alto.
Too far in the forest........

Gordon said:
"Microsoft-Yahoo won't happen, and it was never a good idea -- not at forty-something-billion dollars. Megamergers are never a good idea. They are for the desperate and the contracting industries. Synergies are a laughable concept. Anytime some CEO promises synergies in a big merger, think of it in the same category as a washed-up TV star on an infomercial telling you that some product will make you look like an Olympic triathlete in two weeks."

http://www.portfolio.com/views/blogs/the-tech-observer/2008/05/04/ballmer-avoids-his-aol-time-warner-cant-find-his-myspace?addComment=true

sowhatnow said:
New rumors on what will happen next wee, see

http://ibooyah.com/blog-mt/mt-search.fcgi?IncludeBlogs=1&search=yahoo

Oli Burgess said:
I still don't think this is the end. This deal is going to happen whether it be in weeks, months or years

Annie Trust said:
The irony.

Microsoft "polluted" Java.

Now Google, run by ex-Sun exec Dr. Schmidt, pollutes Yahoo! via the ad deal.

This thwarted a plan for Microsoft itself to pollute Yahoo! mail so it can tie-in on-line Office applications. (I'm guessing this would have been the FTC/Hart Scott Rodino issue resulting in the need to spin-off Yahoo! mail, possibly to Google to merge with g mail).

(Thanks SAI for up-to-the-minute-ness of your blog.)


yet another yahoo employee said:
I am another Yahoo employee and I think Jerry fumbled the ball. I dont see how any rational person can arrive at a $40/share valuation by any objective measure. Clearly his emotional bias affected his negotiation, and us employees and shareholders will have to suffer...

tommylleenyc said:
This is the worst case possible if you are a Yahoo employee b/c now Jerry and Sue are going to have to show the Street they can drive growth and hack expenses in a hurry...

1)