If Icahn Can't Get Microsoft Back To Table Before Shareholder Meeting, He'll Lose Proxy Fight

Henry Blodget | May 18, 2008 9:23 AM

carlicahn.jpgThe next move in the Yahoo-Microsoft-Icahn saga is Carl Icahn's: He has to get Microsoft back to the negotiating table in the next few weeks. In the meantime, he'll do everything he can to suggest that winning a proxy fight is a done deal, but if Microsoft isn't playing ball, it won't be.

The New York Post relays leaks that Steve Ballmer might be willing to take another look at Yahoo if it has new leadership (translation: If Carl Icahn gets the board fired). This is presumably another veiled overture from Microsoft, similar to Chief Strategy Officer Craig Mundie's remarks in Indonesia.

The problem with this scenario, as dissident Yahoo shareholder Eric Jackson points out, is that if a new Yahoo board is elected with the sole purpose of selling to Microsoft, Yahoo will enter the subsequent negotiations with little or no leverage. Specifically, the negotiations will be led by a board that has only one goal: to dump the company. Steve Ballmer didn't amass an $11 billion fortune by not understanding what that means. (License to steal).

If the best Carl Icahn can do for Yahoo shareholders is to say, "Fire the current board and I'll get you a deal," most Yahoo shareholders will tell him to get lost. (We would. We think Yahoo's board blew the first round of Microsoft negotiations, but the company is headed in a more promising direction than it was a year ago, and firing the entire leadership would destroy any possibility of an organic recovery.)

Want us to implore Jerry Yang to get his butt up to Seattle to get a $33-$34 deal, Carl? Then make it clear that Steve Ballmer would be willing to buy the company for that. We're not voting to fire Jerry, et al, just so you can dump the company for $29 or chop it up and sell the pieces.

See Also:
Microsoft-Yahoo What Happens Next? Carl Icahn Has To Get Microsoft To Table
Here We Go Again: Microsoft's Mundie Reopens Yahoo Door

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48 Comments

Jay said:
Yahoo should sell to anyone who will pay more than $25 per share. The Company has the worst leadership in the Internet world--Yang and Decker are wholly incompetent and the management team has no chance of fixing things given their cultural views and ill-suited skills.
The illusionist said:
All he needs is enough room and time to unload his shares for more than his average cost of $23 or so.
Unbelivable (URL) said:
Henry you are off here...

What Ballmer is saying implicitly is he supports the proxy bid. And he wants to buy YHOO.

That is all Icahn needs to get the votes and the pressure.

Remember, the stock was at 19 before this all started. 31 was a super fair full offer. 33 was great.

Just because a new BOD comes in doesn't mean the offer drops.

He is giving exactly what he needs while staying "clean"
NW Owner said:
Henry, the "redact" disclosures this week will take Jerry out. I do not know who Eric has been talking to but Gordie...who has big positions in BOTH companies is NOT going to let this process go sideways. YHOO sell for $34.50 WITHOUT Jerry...or we go back to $22.
joeblow said:
The only way MSFT gets Yahoo now is if Ballmer is secretly still a motivated buyer and has enough sense to know that Icahn 1)- can't win a proxy contest, and 2)- is likely to only hasten a deal between Google and Yahoo.

I think Yahoo plans on doing that deal with Google and would have come to the conclusion to do it right about now anyway, even without MSFT having ever launched their Feb 1 proposal. One or two analysts were long on their case to outsource a deal with Google before MSFT's proposal. It makes perfect sense from all I've seen reported, and the DOJ won't prevent it. I think the only way they'd halt it now would be if they did reach an accord with MSFT first. Afterward, Ballmer would take a bath in poison ivy before he'd put a penny in Google's loafers.

If Barry Diller had thought he couldn't monetize his Internet properties and outsource search to Google, he wouldn't have done it. It's no different for Yahoo. Search is not the only way they'll make money in their future.

Ballmer probably has one chance to prevent the Google-Yahoo deal (maybe only lasting just days, maybe just hours), and that's to unilaterally reenter the process and get to a work-out with Yahoo on price, a collar and some sort of regulatory certainty guarantee... maybe with a premium reg-failure deal break-up fee. I don't know what the answers to all of these questions are, but it just demonstrates the great difficulty of coming back to the table.

Ballmer's the only one that can get a deal done with Yahoo, but I just don't think he's a motivated buyer any more... not motivated enough to pony up the amount it would take.

When Mundie said they might come back to the table if Yahoo wanted to talk "33," he wasn't doing anything more than trying to substantiate the fact that Ballmer had raised to 33. If you remember, Yang had just in the press denied that the 33 was defined. I believe Yang, but I also know that Ballmer was perfectly capable of backing up the 33 value in defined terms if he'd wanted to. He just didn't want to go to the trouble because Yang and Filo seemed not to likely to take it.
Ahmad said:
I have to admit, this deal is getting really boring and I think Yahoo has stablized to 25-27 ...
Bjorn Tipling (URL) said:
@jowblow

ask.com does not outsource search to Google.
Wayne said:


Microsoft buying Yahoo might be good for Microsoft, but it wouldn't be good for Yahoo, and I think that's why Jerry Yang was so against doing a deal, and why he held out for a valuation so much higher than the original stock price.

I mean, who really wants to be bought out by a company that:

1) Is a convicted monopolist in 5 or 6 jurisdictions
2) Has carried out a 10 year battle with the EU over whether they would obey the law
3) Has avoided obeying the law in the USA by buying of the Bush regime
4) Threatened to stop making Korean versions of Windows and Office when the Korean competition people moved against them
5) Destroyed emails deliberately rather than turning them over during discovery in the BURST case
6) Redesigned their Email Server software to make it easier to destroy emails so they cannot be turned over in discovery
7) Used dirty tricks to get ISO approval of OOXML
8) Has a reputation that is so low that the company can walk under a snake with a top hat on

In effect what Jerry Yang was saying was that he didn't want his company bought by the Tony Soprano of the tech industry, and I can't blame him one little bit.

This is something that Carl Icahn may not understand - some people value morality over money.

jenkins said:
People close to the situation know that Sue Decker and Jerry are completely ineffectual, and that they have very little chance of getting to $33/share on their own.

One of two things will happen: 1) Yahoo gets bought by Microsoft for around $33/share OR 2) Yahoo goes it alone and begins to slowly decline.
Temporal said:
Here we go again with a new twist:

http://www.reuters.com/article/marketsNews/idUSWEN581220080518

It would be great if the transaction ends up being a spin-off of MSN and merge into YHOO with MSFT as a majority shareholder.
Matthew said:
MSFT just put out this statement:

Microsoft Issues Statement Regarding Yahoo!

Microsoft announced that it is continuing to explore and pursue its alternatives to improve and expand its online services and advertising business.

REDMOND, Wash. — May 18, 2008 — Microsoft Corp. today issued the following statement:

“In light of developments since the withdrawal of the Microsoft proposal to acquire Yahoo! Inc., Microsoft announced that it is continuing to explore and pursue its alternatives to improve and expand its online services and advertising business. Microsoft is considering and has raised with Yahoo! an alternative that would involve a transaction with Yahoo! but not an acquisition of all of Yahoo! Microsoft is not proposing to make a new bid to acquire all of Yahoo! at this time, but reserves the right to reconsider that alternative depending on future developments and discussions that may take place with Yahoo! or discussions with shareholders of Yahoo! or Microsoft or with other third parties.

“There of course can be no assurance that any transaction will result from these discussions.”
joeblow said:
Bjorn,

I apologize to all for being misinformed regarding Ask.com. I thought I'd remembered a reference to IAC Interactive doing search through Google.

Which companies outsource their search to Google, other than AOL?
Mike said:
MSFT just issued a press release and it seems that they not only willing to sit back at the table with YHOO but they are actually talking to YHOO. and they also reserve the right to make a higher offer if they want to...

Comon henry, I know its Sunday but this is major! post your analysis!
Jane said:
Microsoft Proposes Collaborating With Yahoo in Online Services

By Nancy Kercheval

May 18 (Bloomberg) -- Microsoft Corp., the software maker that withdrew its $47.5 billion offer to buy Yahoo Inc., proposed entering into a ``transaction'' with the Internet company to expand online services and advertising businesses.

``Microsoft is considering and has raised with Yahoo! an alternative that would involve a transaction with Yahoo! but not an acquisition of all of Yahoo!,'' the Redmond, Washington-based company said today in a statement released by PR Newswire. The company declined to give specifics on the plan.

Microsoft said it ``reserves the right to reconsider'' a bid to acquire Yahoo.
Trevor Plantagenet said:
Geez, could you be more wrong? This isn't a Post rumor, try WSJ and everyone else reporting that MS confirmed it.
Temporal said:
This is what I'd like to see happen:

- MSFT combines its MSN unit ($15b) plus a cash infusion of $5b with YHOO (50b) valuing the combined entity at $70b
- MSFT does a tender offer for YHOO shares at $35 per share upto $15b - If successful MSFT will own over 50% of the combined entity.
purple haze said:
@wayne - but with yahoo's specialty of helping the chinese government lock up yahoo users aren't there some synergies to be exploited with msft?
Victor said:
This WSJ article show that Microsoft is back!
Tim F. said:
joeblow, Ask.com's search algorithms are homegrown, but they outsource their search advertising to Google, which is obviously the primary way to monetize a search engine -- so you weren't too far off.
joeblow said:
Henry, you may be about to realize much of your original recommendation.

But I think it was Ballmer that moved on this, not Yang or Bostock, and for the reason I stated in my earliest post on this topic.

Ballmer might have been just hours away from seeing a Google-Yahoo deal done, and then he'd have been a permanent Walksterville resident, whether he'd have wanted to or or.

I can't think of anything else it could be but to roll MSN into Yahoo, infuse cash and take back an equity stake... Oh, almost forgot... take Direct Search and take it out behind the shed and put it out of its misery.

However, Henry, I don't think MSFT can get the 51 you'd expected.

This could be a two-stage merger... and MSFT might finish it up in a year or two. We've seen deals like that before.
joeblow said:
Thanks Tim... I thought I was generally correct.

Yahoo wasn't planning on outsourcing all of its query search either, but just some of the paid search based on Google's keywords.

Bjorn, I'm not positive, but I think if you search for something on Ask.com, you'll get two things: 1)their query algorithm returns, and (beside that information) 2)the identical paid search ads provided by Google with the same ranking as if the original query search had been through Google. Ask.com's systems just pend keywords to Google's systems and they share revenue on some basis for selling those keyword click-throughs.

Notice the sponsored ads, not the general query results for (bicycles):

http://www.ask.com/web?q=bicycles&search=&qsrc=0&o=0&l=dir

http://www.google.com/search?hl=en&q=bicycles&btnG=Google+Search

http://search.yahoo.com/search;_ylt=A0geu.T8nDBIdUIANTOl87UF?p=bicycles&ei=UTF-8&iscqry=&fr=sfp

I'm still not positive, Tim... but isn't this correct?

I've maintained, because Yahoo's Decker had said so in the CC, that this potential outsource deal with Google wouldn't mean that Yahoo was abandoning search. Indeed, in my opinion it's not time to do that, and they could with MSFT's MSN and other online properties possibly rival Google. Remember that Decker has said their relevancy is on a par with Google's now, so the only element they need is scale to gain productivity from both Yahoo's and MSFT's combined eyeballs. It's Kismet for them to gain scale, just like it was Kismet for Yahoo-Google to gain p-r-o-d-u-c-t-i-v-i-t-y. Do you see that?

Yahoo needed either the immediate productivity from Google to gain improved cash flow from paid search, or they needed the shot at gaining s-c-a-l-e in some other way to gain the produtivity separately. A deal with MSFT might do just do it. Too, it allows MSFT and Yahoo to feel out each other's cultures without moving too fast.

Scale is what this whole thing has been about from the start and now MSFT and Yahoo have another chance to achieve it... if they can swing a deal.

Why?...

-No more need for collars - this is good for MSFT.

-No more certainty of closure issues for Yahoo - this is good for them.

-I hardly see as much regulatory scrutiny either in the U.S. or in the EU with such a deal, as long as MSFT isn't taking a majority stake in Yahoo. That's a battle they could fight later, especially if they're able to deliver on expectations for more openness and interoperability of systems. That's a key issue with Nellie Kroes and she'll be tougher to please than the U.S. DOJ.

This can be a win-win.
Zander said:
Common now: "Remember that Decker has said their relevancy is on a par with Google's now..."

Saying and delivering is the difference between 70% search share and 20% share
joeblow said:
Zander, it doesn't have anything to do with query share.

You clearly don't understand what relevancy is?

Until you do, your argument is empty. I'm not being critical of you, but just pointing out that you don't understand the point of your own argument.

A search algorithm can do one search in a month and still have higher relevancy than a trillion searches done on another engine.

Relevancy + eyeballs = productivity

You're arguing about eyeballs and its contribution to productivity, but ignoring relevancy.

Yahoo is only saying that in the equation above, relevancy has dropped out of the comparison between Yahoo and Google query searches.
Zander said:
Restated and equally true:

Common now: "Remember that Decker has said their relevancy is on a par with Google's now..."

Saying and delivering is the difference between $.02 RPS and $.08 RPS
joeblow said:
Zander,

Correct, but you're still quoting an observation of productivity that is the greater result of scale if relevancy is at par between two search engines.

Now, I haven't claimed that Yahoo's relevancy is equal to Google's (I have no way of knowing), but Decker did claim it.

It's the same thing with TV advertising. The more popular the program, the greater the advertising rate. But it's the same TV ad regardless of the network it's run on.
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