Microsoft-Yahoo Blame Game: Even the Bankers Are Getting Into the Act

Henry Blodget | May 6, 2008 8:51 AM

pointingfinger.jpgHow do we know that Steve Ballmer's withdrawal of his Yahoo (YHOO) offer wasn't just a brilliant negotiating move? Because less than 72 hours after he did it--with the target, Yahoo, collapsing in a spectacular riot of backpedaling and finger-pointing--Ballmer's advisors have already rushed to the New York Times to scream about what an idiot he is.

"Amateur hour," is how one Ballmer aide described his handling of this deal, in the midst of a spirited Andrew Ross Sorkin defense of Microsoft (MSFT) and Yahoo's Wall Street M&A advisors. Sorkin believes that the blame for the Yahoo disaster lies squarely on Steve Ballmer and Jerry Yang's shoulders--not, as some have suggested, with the team of Wall Street's best and brightest who steered the pair off the cliff:

Perhaps the biggest problem in this deal was that neither Microsoft nor Yahoo heeded Wall Street’s advice or listened to what the market was saying. Each company hired armies of bankers — Bear Stearns, Blackstone Group and Morgan Stanley for Microsoft; Goldman Sachs, Lehman Brothers and Moelis & Company for Yahoo — but neither really paid attention to what their advisers told them.

Say what you want about bankers, but they at least are good at parroting the markets. At one meeting in Portland between both companies, a Yahoo executive dismissed his company’s bankers as “potted plants” — in front of them.

"Amateur hour!" (We wouldn't even believe it if one of Microsoft's advisors hadn't said exactly the same phrase with us.) It seems that, to be treated well by your bankers in the press, you have to pay more than $75 million in M&A fees.

See Also:
Now That Yahoo Has Caved, We'll Get a Deal--Right? Not So Fast
Battered Yahoo Admits It Overplayed Hand, Open To More Microsoft Talks
How Yahoo Blew The Microsoft Deal, Part 1

 

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33 Comments

bigdowro said:
Bear Stearns guys like it up the ass... (titled ValleyWag.com) :

valleywag.com/372653/ surprise-bear-sterns-guys-like-it-up-the-ass

^_^ I *now* remember that bank name very good...
stone said:
If this is actually what Ballmer plans to do and is not a negotiating ploy then it does call into question Ballmer's strategic thinking abilities. This will go down as one of the biggest blunders in M&A history. If this is part of a game that gets a deal done at $34/share then it's good acting. Time will tell which it is.
mike said:
I think people are misreading this. Tech is a people asset industry and hostile takesovers don't work.

I think Ballmer shouldn't have gone hostile to begin with... just said "ok guys, this is what I'm going to offer. We're not going to raise the price and we're not going hostile. You're either in or your out".

I don't think MSFT has ever really done any major hostile deals and probably will never try that tact again. I suspect they got ill advice on that.

Yahoo, for their part, I think completely screwed it up, but the answer that question will not be for a couple of years until the long term strat has time to play out.
Henry Blodget said:
I think in hindsight it will be spun as an act, but I don't think it was. I think he just gradually changed his mind.

And I think the fact that his advisors are trashing him publicly so quickly rules out the "brilliant move" theory.
Tantrum said:
Ha!
I love it. Sometimes it's worth dissing your bankers and going with your gut. The money involved is the last thing that drives tech billionaires on Yang's and Ballmer's level.

Three MSFT shareholders, Ballmer, Gates and Allen are personally worth more than the whole of Goldman Sachs, not to mention the other arrogant potted plants in tow.

As the only real buyer in town, I don't see why Ballmer had to tolerate Yahoo!'s games. He's kicked the tires and can walk away knowing that Yahoo! can either join him or become Google's little sister.
unbelievable (URL) said:
Henry --

The issue here is Yahoo's BOD sent two guys who have *never negotiated anything* except maybe the original series A to negotiate one of the largest deals ever.

Had Jerry gone to Ballmer after the first offer and said, look, I'll be super friendly and wonderful and we'll make this happen -- I bet he gets 35 or even 36.

Instead, they do everything to kill the deal, they never counter with anything reasonable, and they completely misread MSFT and Ballmer. The tea leaves were there -- all over the place.

You can ask for a lot in the beginning of a negotiation -- but after 3 months, letting deadlines pass, etc....you need to actually work to get a deal done.

Problem is there is no confidence on the street *at all* despite the roadshow, that these guys can deliver value on their own.

The BOD has really really failed the shareholders here. And if you look at who is on it -- show me the dealmakers or the people who really understand the Internet! It's a joke.

My prediction is they will end up selling to msft at $29.
Neek said:
This is obviously how rabid marketers foaming at the mouth react when all that potential M&A fees run out.

That said, I am fully with the post above noting how Ballmer can tolerate the games and idiocies exhibited by the Yahoos thus far.
purple haze said:
the bottom line here is that jerry (and filo) never wanted to sell and his shareholders weren't active enough (and historically have let y management take the stock from the 40s to the teens over two short years without any kind of revolt) to make him feel the heat of turning down 33 until after ballmer walked. so jerry, after the implosion finally faced with criticism, is backpedaling and, who knows, may finally have to sell but his (with filo) commitment to staying independent is the roadmap to the way this whole thing played out. don't forget that msft was talking 41/share with jerry and filo last year and they turned that down...
joeblow said:
Whether they pull off a deal or not, nothing has changed for MSFT from Saturday pre-meeting to now.
--
-They still need Yahoo urgently as the surest and quickest way to gain Internet scale.

-They still need to move quickly to close a deal with Yahoo to begin the regulatory approval process. They can accomplish this now, without having to wait until the annual meeting.

-Regardless of what you said on Tech Ticker, Henry and Aaron, about the revenue from a Google-Yahoo deal being less than anticipated (I have no way of judging it), it's still to MSFT's advantage to prevent it. Yahoo has a massive number of eyeballs and they'll feed them to Google on a search deal if they have to in order to survive.

-Yahoo will still be a millstone around MSFT's neck. Even if Yahoo spends the next 1-5-10 years f-a-i-l-i-n-g, even to the point of bankruptcy, they'll be a ball-n-chain that MSFT will drag uphill, downhill, through the valleys, through the mud... all while chasing Google, and all while both Google and Yahoo (with a newly dedicated case of the RED ASS! about MSFT) go for MSFT's throat with platforms aimed at cloud services to compete with MSFT legacy box-fillers and Windows op system. If Yahoo truly turns the corner to improvement anytime soon, it’ll even be a worse millstone for MSFT.
--
Too, if all you Walksters are correct, then, in view of this recent so-to-speak turn in Yang's supposed willingness to deal, then wouldn't it be in MSFT's best interests to now make an unequivocal statement and free their poor shareholders' souls from any additional purgatory because of the development?

Can you answer me that, Captain Walkster?

I mean, isn’t that a reasonable question? Ballmer’s been in the press with everything from chastising Yang and Filo and writing them an epistle on how they’re incompetent to represent their shareholders, right on to when he brushes his teeth and flosses at night.

What’s the big deal? Why not just put out a clear-cut statement that it is now over and done for good, or that it can’t be and won’t be revisited, like CRM’s Crawford wants – If you think the Walksters will take your stock up, then turn them loose… they’re just itching for you lift their burdens.

Don’t you at least owe them that much?… Just some merciful freedom?

Is it too much to ask?
joeblow said:
**Purely my own speculation, particularly regarding my own interpretations of stock price reactions today**

Don't you Walksters notice that both stocks are giving you messages?:

-Yahoo stock that Yang would now let it go for far, far less than 37. I don't think anyone however now expects that MSFT would go hostile under any circumstances with the potential Google-Yahoo deal as a counter-threat, so it would have to be amicable, and the stock says it would be now.

-MSFT stock is telling you it isn't any longer afraid of Ballmer (as he told his troopsters - "I'm not going to be crazy") diluting the shares by overpaying, and it's got its eye on 34ish and isn't the slightest bit worried.

Remember the last Big League time when the market realized that MSFT was indeed going after Yahoo? Remember the dark days of 33ish down to crap in, what was it, about as fast as Google's growing market share!

Crawford's for all practical purposes just dictated the price to Yang, and every mud-turtle self-respectin' shareholder that's not in the hospital on life support or on Death Row will tender f-a-s-t-e-r than Google's growing market share!

The Death Row inmate would probably have 'em pause before they fried him, just to call up and tender!
joeblow said:
If you remember, I told you all weeks ago that the shareholders would eventually have to negotiate this thing, because Yang was to emotionally incompetent to sell his baby.

That's what Crawford did finally, out of frustration, and my guess is that he wishes he'd have intervened sooner.

I certainly do.

WTF were you, Crawford?... and why in the hell weren't you at that Airport meeting Saturday instead of Yang and Filo?

I'm being rhetorical here, but not by much.
Rav said:
Guys, watch this equation: (9.31*MSFT-0.313*GOOG). That's the delta between MSFT and GOOG in B$. Its about 90B$ today but going down fast.

Based on the market action in last couple of weeks, it seems like MSFT-YHOO deal or no-deal won't have any material impact on GOOG. This delta will keep going down. The rate would be faster if MSFT acquires YHOO and slower if MSFT stays on the sidelines.

In case of walking from the deal if MSFT doesn't manage to rally, then imagine what could happen to MSFT stock if it actually ends up buying YHOO for ~$33+. I guess its the walksters worst nightmare.

When analyzing Yang's actions, nobody is talking about the nuisance value of YHOO to MSFT. I guess $33 was a fair strategic value for MSFT, but YHOO wanted another $4 of ransom (i.e. nuisance value), in order to not sign a deal with GOOG. I think that was fair, because YHOO not partnering with GOOG is definitely worth another 5B$ for MSFT.

The stock market is suggesting that MSFT is between rock and a hard place, and not YHOO as most commentators expected. YHOO is up about 37% from the 19.08$ price prior to deal announcement and MSFT is actually down.

joeblow said:
News from Jean-Philippe:

http://www.reuters.com/article/topNews/idUSL0692562820080506

That I've seen, that's the first official "over and out" officially said by MSFT.

Well, anything can still happen. MSFT still needs Yahoo just as much, but I suppose Yang had better drum up some value now by himself.
joeblow said:
"...first "over and out" officially said by MSFT."

I meant of course the first statement of finality since Yang's new accommodative words regarding being open to further merger negotiations.

I take this to mean MSFT is now done with the matter at least for this general episode with Yahoo.
Messa said:
I think Yahoo got played, but not by Microsoft....well, not Microsoft alone......I think Google screwed them too.

I could be wrong....I often am.....but, it seems to me that Microsoft isn't the only one that's lost it's enthusiasm for a deal with Yahoo.....Yahoo may have been using Google to get Ballmer to make a bigger offer, but Google could have been using Yahoo too by offering them just enough rope to hang themselves with.

Now that a combined Microsoft/Yahoo doesn't look likely, it seems Google got what they wanted all along.....to make sure that deal didn't go through......Combined, Microsoft and Yahoo wouldn't have been a huge threat to Google, but like a little brother, could have hung around enough to be annoying.....Microsoft and Yahoo on their own isn't even an annoyance.....They aren't even in the game anymore.....Now that Google has what it wants, I think you'll see it doesn't want to expand on the deal they already have with Yahoo ....Oh, they'll go through with what they've talked about, but if Yahoo thinks they are going hand in hand into the sunset together to vanquish the evil Microsoft, they can have two more guesses......and in the end, Yahoo is going to be sitting there pretty much where they are now.
Yo Momma said:
joeblow, I appreciate your thoughts and analysis.

I'll admit, us walksters got to be scratching our heads on the stock action this week but I just don't think msft needs yhoo as much as you believe.

I don't understand why yhoo shareholders are so upset. Damn, they made out very well. If msft never made a bid my bet is their stock would be no better than $20/share right now. Ballmer managed to do what he's done so many times over and over again. Every time the stock makes a move, he does or says something to suppress it. Like clockwork...

It will be interesting to see the remainder of the week. I guess it just depends on whether the market truly believes whether msft is done with yhoo or not.
Marah Marie (URL) said:
joeblow,

"When analyzing Yang's actions, nobody is talking about the nuisance value of YHOO to MSFT. I guess $33 was a fair strategic value for MSFT, but YHOO wanted another $4 of ransom (i.e. nuisance value), in order to not sign a deal with GOOG. I think that was fair, because YHOO not partnering with GOOG is definitely worth another 5B$ for MSFT."

Agreed. Dead-on. MS complains now that they didn't want to get into a three way tie up with G, Y and MS all in together thanks to the Y/G deal in the works - and it's an understatement to say I don't blame them. Ballmer should have gone higher - not $40 - I think Yang is dreaming to expect that - but $35-37 seems (or seemed - who knows now) quite reasonable. At least Ballmer didn't go hostile - that would've been a nightmare.
joeblow said:
Messa:

Nobody played anybody. MSFT just planted a seed and it withered and died as a sprout. Let's not write Yahoo off yet. I'm much more impressed with the company than before, and very impressed with Decker and Yang. Yang was honorable and he met his fiduciary responsibility. It just didn't work out for a lot of people with a different perspective.

Yo Momma:

I know one thing. I am f'in sure hopin' that Captain Walkster knows *W-T-F* he was talkin' about, because we're gonna be in f'in Walksterville t-o-m-o-r-r-o-w.

MM:

I don't know if you thought you were quoting me. That quote is not from me, but, where TF have you been on joeblow commentary? I've been singin' the millstone theme for weeks. Yahoo will represent a ball-n-chain for MSFT for months and months *and months* to come, and Ballmer can kiss my ass if he thinks he can do anything about it. That mofo doesn't own Yahoo, even though he thinks he does. If Yahoo gets the chance to f-up MSFT anytime soon, they will do it gleefully, gladly, vigorously... and without the benefit of K-Y Jelly or any other reasonable medicinal lubricant substitute.
Rav said:
The next act of this drama is going to play out by May 15th. That is the date by which new board members for YHOO could be nominated. I think Yang, is most likely sitting on the GOOG offer to use as a backup in case either MSFT or others try something hostile before May 15th. So I don't think the YHOO-GOOG deal would get announced till then, unless YHOO stock starts tanking.

Let's face it guys. MSFT walking out has had a very minimal negative impact on YHOO. On the contrary YHOO is up about 35% from its pre-deal price of ~ $19, within is a 3-month period. That is a great return.

Even if Yang had accepted the $33 offer from MSFT and if that offer was half-stock and half-cash, YHOO would probably still be trading at 28-29, due to deal completion and regulation uncertainty. The merger would still take about a year to close. (Remember Doubleclick) MSFT would probably be trading down making the offer lower.

I see only two possible outcomes here - MSFT pays about $35 with significant cash component or YHOO signs deal with GOOG. First event would be mild positive for GOOG and second would be bigger positive. The deal below $35 with MSFT has some uncertainty, but the deal with GOOG should add about $6 worth of value to YHOO based on some estimates.

If none of those happen, then both MSFT and YHOO would become weaker players and GOOG would still benefit. I don't see a scenerio where GOOG loses. Do you?
Yo Momma said:
joeblow,

I don't know... Are we really going to be in Walksterville tomorrow? Everything I'm reading so far says there's a believe this deal isn't over. The link you forwarded was the only one I've seen. And why is it coming from Jean-Philippe? I want it to be over but why isn't it coming from Ballmer? If this thing is really over and Ballmer wants to do his shareholders any favors -- which is not something he's known for -- then he should speak up right now.

As they say, shit or get off the f'en pot. As long as he remains silent then yhoo is a freakin' anchor around their leg. You gotta wonder... it seems rather coincidental how he continues to do and say things (that the market perceives negatively) immediately following any rise in the stock price.
dave said:
If the market would believe that the deal is truly over, where do you guys think MSFT would trade at? 31,32?
joeblow said:
Yo Momma,

I've lost all capacity to even speculate with any degree of intellectual confidence on what Yahoo and/or MSFT will do from here. I think flippin' a coin would be too f'in deceptively indicative of what these mofos could come up with.
joeblow said:
Dave,

In case you haven't figured it out, that's the whole f'in question about bein' in Walksterville.

You tell us what you think... but we'll get a dose of what it's like tomorrow, whether you want the dose or not.

I now one thing. I'm as nervous and trembling as a dawg crappin' on a rattlesnake.
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