Thanks For Shafting Yahoo's Shareholders, Jerry
Dear Jerry,
Congratulations — you pulled it off. You got Microsoft to walk away from your beloved Yahoo for good. The final word went out on Thursday. There isn’t going to be any megamerger. No smaller deal to sell your search business, or take a minority stake, either. As Yahoo’s co-founder and chief executive, you’re undoubtedly thrilled. But your shareholders sure aren’t.
Yes, it’s true, you did try to salvage something by announcing a Google deal just a few hours after you and Microsoft revealed that your talks had officially ended. According to your press release, Yahoo will soon begin running ads sold by your archrival.
Well, good luck with that. First off, the deal presents clear antitrust hurdles — hurdles you yourself used to talk about back before fending off Microsoft became your primary concern. Senator Herb Kohl, the Wisconsin Democrat who is chairman of the Senate antitrust subcommittee, has already announced that the Senate will “scrutinize” the deal. Besides, even if the deal does win federal approval, you’ve chosen to become a pawn of the most dominant company on the Internet. How exactly is that going to lead to a brighter future for Yahoo?
It’s completely understandable that you wouldn’t want the company you and David Filo founded 14 years ago to fall into the clutches of Microsoft. You both loathe and fear the Evil Empire, as you Silicon Valley types used to call Microsoft. You don’t want Yahoo swallowed up into the Microsoft bureaucracy. You hate the thought that Yahoo, which once was every bit as cool as Google is now, would lose its status as an independent company. Let’s face it: you and Mr. Filo still think of Yahoo as your baby.
Here’s the problem, Jerry. It’s not your baby. It hasn’t been since 1996, when Yahoo went public. At that moment, you suddenly had to answer to your new owners: your shareholders. In fact, Jerry, as a board member since Yahoo went public, it has always been your job to look out for Yahoo’s shareholders. But we sure wouldn’t know that from the way you’ve acted these past months. I haven’t seen this much contempt for shareholders since Robert Nardelli ran Home Depot.
Continue at NYT >
Search advertising is a natural monopoly. Yahoo is going down in that area no matter what. Their only hope is to differentiate themselves in other areas. The deal with Google is a perfect start to doing that. They goose their cash flow, and give themselves the chance to cut costs. They absolutely should do this. They should either sell-off or shut down their advertising division.
As for anti-trust concerns, they're overstated. Google's Kordestani explained why in a post on Google's blog that is quite interesting:
http://googleblog.blogspot.com/2008/06/our-agreement-to-provide-ad-technology.html
The most important factor is that Google can't increase prices. It can't because it doesn't even set them! It uses an auction to determine what advertisers are willing to pay.
That's the core of antitrust and it's a non-starter from that perspective.
Finally, I'm sick of all this backseat driving. Most of the people who're criticizing Yang have no idea what happened behind the scenes. Many of his concerns about a deal with Ballmer were well-founded, especially his concern about the value of the deal with Microsoft's ever diminishing stock price.
For MHO Yahoo and Microsoft deal will make the market for Ads and Search more interesting for us users and investors...
Well... let's see what will be in the near future.
i posted this earlier today on related SAI article:
why do so many people assume that the goog deal is bad for yhoo?
the deal terms are publically available if you know where to look.
this non-exclusive partnership gives yhoo complete control as to how many queries and which type of queries will get fulfilled by goog. yhoo can choose, at any time, to ratchet up or ratchet down the queries that goog fulfills.
when asked if yhoo is outsourcing its search to goog, a goog spokesperson said something to the effect that goog will not be fulfilling the majority of yhoo searches and added, "far from it", he said. (sorry i don't have a link that that article...
this partnership allows yhoo to work on its own search business while giving it the oppty to bring in additonal revenue to adress shareholder value concerns.
regarding the gov't. anti-trust concerns, there will always be some senator/congressman who will make noise, but in the end the that's all there will be, just noise. the feds will approve it. why haven't those same politicians stopped msft from their OS monopoly? they made noise and got msf to pay a fine, but msft is still dong the same thing they have always down in that space.
Look, if all an investor ever wanted was for the stock to trade at $33 or thereabouts so that they could sell them RIGHT THEN and never have anything to do with either Yahoo or MSFT ever again, fine.
Only if too many people have the same idea on the same day, good luck selling yours fast enough before the stock would be dropping like a rock, wiping out much of your speculative profits.
If you wanted to wait until MSFT finally traded in your shares for MSFT shares (end of 2008 best case scenario?), you really have no idea at all what the MSFT stock will trade at at that point, no?
(Or thereafter for that matter. My guess is it would continue to slide while MSFT would clumsily attempt to ingest Yahoo, selling off valuable chunks or rebranding them with tortured and ineffective "Windows Live Hotmail" monikers, etc. etc.)
If Ballmer wasn't giving sufficient guarantees to counter-balance this (or probably COULDN'T, because no one can), then all bets were/are off. How does anyone know how the details of this would have proceeded?
MSFT has ZERO proof that it has any idea how to run a profitable internet project/company, at least Yahoo, for all of its faults, has done that over the years.
All these blind shills crying about "destruction of shareholder value" should ask themselves if the proposed Micro-hoo deal wasn't/isn't going to be the much greater risk of destruction of SHV, on BOTH sides (and reminiscent of the AOL/TW deal).
With all of the loose cash that MSFT has had burning a hole in their pocket (excised from all of us in the form of the OS and office suite "tax"), and the massive advantage of the at one point 95% installed browser base, you would think that they could have done even just ONE internet thing right.
That they could have executed a competitive or otherwise exciting internet play of some sort, including maybe building a decent search engine and/or ad serve engine that monetizes close to on par with Google.
But they haven't.
They've failed in every regard. They have failed worse than Yahoo. So what gives?
WHERE IS THE PROOF that Micro-hoo won't be a much worse disaster for both companies?
Oh yeah, I forgot, "Live Search Cashback", the "game changer"... gimmick of the 21st century... that alone should tell you that IT SIMPLY ISN'T THERE. The Evil Empire wears no clothes...
Jerry did everyone a favor, and they don't even know it yet. Agreed that he must now majorly deliver over the next 6 months and beyond. But hand the reigns over to Ballmer? All I can say is "developers, developers, developers...".
Why are people's memories so short? That insane, sweaty dance should be required "watching" for all of Yahoo investors, repeatedly.
Asking a founder what his company is worth is like asking a parent what his child is worth.
I remember a decade ago when everyone was praying that Sun Computer buy Apple Computer and put it out of its misery. I wonder how Fernando Alvarez might have been bitching then as Steve Jobs insisted that Apple was worth much much more.
Where's Carl Icahn, the mastermind, now? I suspect he's down to Plan C; win a few seats during the proxy battle and be a thorn on Yahoo's side until they buy his 50 million shares at a premium.
All those fools that followed him into buying Yahoo at $27.50 will be left hoping that Yang is another Jobs or they will dump their shares and eat their losses.
Both the speculators and Jerry Yang wanted more, both relied on Microsoft to give it to them and both were wrong!
The speculators calling Yang stupid is like the pot calling the kettle black.
My point being -- when one business offers to buy another, a rational business owner asks whether or not the new owners could do more with that business than he can.
In the case of Microsoft buying Yahoo, I think there's reasonable doubt that the acquiring company can really maximize the property's value. Microsoft doesn't know search, can't manage it, and obviously won't integrate it well into their existing business model.
So, taking the question of "who's stupid" a bit further ...
If Yang is stupid, that's only because Microsoft is paying an inconceivably high premium for Yahoo. i.e. they're paying more than it could ever be worth on its own, or assuming they can very effectively integrate it with their own businesses.
That's possible, but it doesn't speak well of Microsoft. Just as Yang is stupid to turn down a ludicrously high offer, Microsoft is equally stupid to make one.
Personally I think both sides are in the stupid camp here -- Yahoo for ham-handed negotiation practices, Microsoft for seeking to buy out of ego rather than strategy.
Neither speaks well of our industry to Wall Street.
His big mistake, I think, was being so dead-set against a sale at the beginning (combined with his confidence that Yahoo could easily be turned around). He could have had $34-$35 in February easily, and it will be a while before Yahoo's stock gets there again.
This is all spilt milk now, though. Jerry needs to move aggressively to build a strong team at the top of Yahoo, accelerate innovation, and get the company's display engine humming again. Otherwise, he'll be gone, and Microsoft will buy the wreckage in six months for $22 a share.
too much risk holding these individual stocks.
Facts are stubborn and nasty sometimes. Sue and Jerry need to be held accountable, especially if their stock price isn't confortably into the $30's within 6 months. Sue and Jerry didn't tell us 12 months ago that they needed better query coverage to be competitive in search --- no, they said the new algorithm was going to make them more competitive.
Yhoo/MSFT was a bad idea but that's not the point from the perpective of yahoo shareholders. The only thing on their minds is the $35/share price vs. $22/share (today).
If one can sell inventory at a higher net margin (we’re hearing figures as high as 50% or higher) with Google as a partner, it’s silly to ignore the potential. Regardless of your perspective of the point of origin of paid-search inventory, that inventory is still in the eyeballs of the population of voluntary search participants… and those are Yahoo’s eyeballs they’re marketing to, not Google’s. This is not Google outsourcing to Google, but Google outsourcing to Yahoo and its users.
Of course this is arbitrary and unscientific to say, but I’ve begun to use Yahoo for all my searching. I’m not opposed to Google and I used to use them exclusively (used Live Search only rarely), but I like Yahoo better and better. I'm not a judge of relevancy but I remember a time I thought Google searches were more relevant, but I don't think so any more... and Decker claims that's for good reason... that their relevancy is now on par with Google's. I believe her, and I believe MSFT as well about relevancy improvements.
Those who think Google's technology still possesses the true and forever Keys to the Kingdom are just enraptured with Google. It's just a popularity contest now, one that Google is winning, but they have to keep winning. Some snot-nosed 15-year-old could start something tomorrow that might sweep through with a wave of popularity just as fast as Google did. As a small example, I expect Google will copy Yahoo’s search assistant feature before long.
It’s probably going to be a profitable deal for both companies for some time, but nothing says Yahoo can’t or won’t still subsequently improve their query share. Yang and Decker still have innovative ideas about search, and that market can change significantly in a short time. Too, everyone assumes Google and Yahoo would be prevented from a total merger. It’s just not true. I think a total merger between them is far more likely than a total merger between Yahoo and MSFT. Google probably needs Yahoo just as much as MSFT does.
On Nocera’s piece (linked above):
It’s about as sophomoric as Icahn’s Weekly Readers are that he’s filing as DFAN14As:
http://yhoo.client.shareholder.com/sec.cfm?DocType=
Carl should be able to cut and paste it for his next DFAN14A… after he gets out of the bathroom from puking in the commode.
My guess is that by the time MSFT stock bottomed after Ballmer's Feb 1 "drive by," Ballmer had already decided there was no way he would even attempt to collar the original 31 deal, much less 33 or higher, whether partially with MSFT stock or even in combination with cash. Witness the reported refusal of a Yahoo invitation to return to friendly negotiations around a 33 number. BTW, I’ve got my doubts that Yahoo wanted to talk anew on the basis of 33. Maybe, but I’m doubting they’d have taken 33 unless it was fully collared and with a monetary regulatory assurance guarantee.
Ballmer was more afraid of his scaredholders by then, and for good reason. Ballmer Voodoo Dolls were flyin' out the company memorabilia store.
It's clear this Google deal should have been done months ago and Yahoo might not have ever traded under 20 before Feb 1. It’s not the death of Yahoo. Their funeral is getting preached by the Pundinistas, but I haven’t seen a death certificate yet.
-They won't lose the shareholder suits.
-They won't lose the proxy fight to Icahn.
-DOJ won't block the deal with Google, and wouldn't even block a total merger.
Google is building the only boats that float. The DOJ will not prevent voluntary search participants or paid-search advertisers from access to boats that float.
Big talk from regulators... and big talk from legislators won't change that.
MSFT bungled this whole mess as badly as Yahoo did. They underestimated Yang's resistance and attempted to bully Yahoo into a deal. After pursuing Yahoo for almost 2 years you would think they had a true value on the acquistion but walking away from $33 one month after offering it makes them seem like indecisive fools. Even after Yahoo has announced the deal with Google, MSFT still pathetically says "our partial deal is still on the table". This shows just how desparate MSFT is to compete with Google. Either play to win Yahoo now while Icahn has them ready to be taken at $31+ or totally shut the door on any deal and stop messing with both companies' shareholder's minds.
"Google is building the only boats that float. "
That's the same lame line SueD and JerryY have been repeating to themselves daily for many weeks now. It's how they convince themselves this crazy cave-in can be justified.
The combined energies of a Microhoo had a significant chance of putting a dent in to Google's dominance in search advertising.
They apparently perceive Microsoft as an evil or wicked stepmother.
Instead they ran into the arms of the bully down the block cowering down like a whipped dog.
Now Google WILL be the only boat that floats.
No heroes re; Sue and Jerry.
"I think Jerry played a lot of the past four months very well, including choosing the Google deal over Microsoft's. The Google "test" was a brilliant move, one that could have extracted several more dollars out of Microsoft."
For sheer drama that "test" was hands-down the real crowd-pleaser - and should have brought Ballmer crawling back on his knees with a few more dollars in his hands for Jerry. I do hold it against Ballmer that he wasn't willing to open MS's checkbook a little wider - immediately, and quite publicly, and just give Yang what he wanted. Sometimes you have to pacify to occupy - or however that saying goes :)...
"His big mistake, I think, was being so dead-set against a sale at the beginning (combined with his confidence that Yahoo could easily be turned around). He could have had $34-$35 in February easily, and it will be a while before Yahoo's stock gets there again."
You're preaching to the choir - that was exactly how I felt about that. While it was actually smart to drag his heels and try to milk every penny out of MS that he could, to not see the true value of the deal (as opposed to not taking it, and having no better offer to fall back on, either) was extraordinarliy stupid.
"This is all spilt milk now, though. Jerry needs to..."
Jerry needs to get tossed. I still think he played most of the negotiations very well, but he lost the rope at the end and let us all hang. Icahn has some ideas on how to send Yang packing and I hope he will implement them - now.
But I think this will undermine their overall advertising position since many of the dynamics that made it difficult for them to compete in search advertising will continue to make it difficult for them in display advertising. There are differences between search and display. But the factors that contribute to GOOGs ability to achieve higher CPMs for search (massive base of advertisers, great contextual ad serving, good campaign management tools) will be utilized to build their display business. My concern is that the millions of businesses that might have used Panama for search and could be upsold into display will just focus on Adwords and to use a hackneyed expression - sometimes companies move the piano bench when it's the piano that needs to get moved.
bill
http://blog.workhound.co.uk
I didn't say they'd always be the only builder of boats that float. It's just the effective monopoly they have at present.
Henry's called it a natural monopoly. No such thing.
A natural monopoly is like if you owned the only well in the desert. Google has no control over their monopoly. Every willing Google search participant could switch, tonight, and Google would be history.
Google is a media company and must keep their operations popular. The most popular broadcast media earn the higher advertising rates. It's no different than that. Over the years various broadcast media have operated effective monopolies, but never natural ones. You're only as popular as your current programming.
Google is an action verb that has taken over the vocabulary as a definition of search.
However, think of it from the perspective of the search participant for a moment and answer this question:
In the search function, what is it that Google gives the search participant in value?... What is it they give that MSFT and Yahoo don't?
I don't think you'll have an answer to the question, because there isn't anything. Maybe there was when they dominated r-e-l-e-v-a-n-c-y, but not any more. Relevancy has been matched by Yahoo and MSFT.
The answer is not what the advertisers get. What they get derives from the popularity of the search engine participants use.
So, tell me, what does Google do for you in search?
Do you just feel stylish?... You like to hear yourself saying "Google?"... You like to be trendy and talk Google to your friends?
What exactly does Google do for you that Yahoo's search doesn't?
A. I just hate msft more than anything
B. I don't think yhoo's share price going from 43 to 19 in two years was all that bad
C. In principle I think that ceo/founders should be able to run their publicly-held companies as though they're still private.
D. Unlike yhoo's comp consultants I didn't the poison pill severance plan was "nuts" and therefore don't consider it bad faith at all for jerry to have cooked up something like that during negotiations on an acquisition offer 70% higher than what he was able to deliver to his shareholders - heck, any CEO would have done this!
E. My real name is Eric, Larry or Sergey.
Nice quiz! Very thorough. I would add:
F. I work for or help run Yahoo!
G. My 'name' is joeblow
H. I'm smokin' something.
Considering how badly this turned out, perhaps H. has been a serious temptation for more people than usual lately - including me.
i think you're on to something with H - didn't some of the msft sources assert the same thing during the talks with yhoo? and here i just thought purple haze was an apt name for the cloudy situation in the minds of yhoo mgmnt - agree that it's appearing more likely that the haze is not merely figurative...
Jerry is just one voice in that boardroom - if he was smart enough to convince the other 9 that he has a handle on things (and that too against all odds!) - then may be he is smarter than we give him credit for!
Wall Street/investors have such a short-term goal when it comes to acquisitions --- sell the friggin company and book some quick profits.................then sit back and watch a flamer like Balmer ruin it, and the spirit of all the incoming YHOO employees dsestroyed.
YHOO is much better off teaming up in some way with GOOG.
Balmer and MSFT are dying a slow and angonizing "death". Like INTC, it's glory days are long gone.
As far as the $28 holding out for $33 and $33 holding out for $37 is not a proper comparison. You can't expect any one of the major shareholders to be able to dump their entire holdings at $28 like that. It runs down to $26 and lower in a hurry like it did before the anouncement was made. I think msft tried to get to greedy here and it caught me off gaurd, so be it.
Obviously yhoo had to do something to keep it from going to $19 or they would have never made a deal with goog.
If anyone, including Joe Nocera, can find anything insightful or prescient in any column ever written by Joe Nocera. Post it here.
I really liked one column in which he trumpeted Traffic.com and the geniuses at WR Hambrecht who brought that deal. Six months later Traffic.com was sold at a discount to its IPO price. WR Hambrecht has since more or less evaporated.
Good un
jerry, don't you usually type in all lowercase?
The guy the NYT hired to write a column used to carry a big stick because it was his voice on the loudspeaker. Now everyone has access to the loudspeaker and that old media guy is sitting there exposed -- a powerless, wanker/commentator.
The Times could fill their news hole just as credibly by typing "Yahoo Microsoft" into their Google toolbar then doing a blog search. Pick a random comment and publish it.
Not even Joe Nocera could find an insightful column to post here in his own defense.
Case made.
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OUR PROMOTIONS
$70 FIRST-TIME RESIDENTIAL CLEANING: Includes - Two (2) Rooms plus FREE cleaning in the following areas: Kitchen (Outside oven, refrigerator); Single Bathroom
Print and present the online coupon to a supervisor at time of initial in-home consultation to receive this special online promotional discounted rate.
Please click here or see our "Promotions" link above for more details.
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We specialize in providing affordable, reliable cleaning and maintenance services for:
+ Commercial: Office Buildings, Office Suites, Construction Job Site Clean-Up, Janitorial/Maintenance.
+ Residential: House, Condominium, Apartment, Rental Property, Vacation Property.
We offer flexible scheduling with competitive rates available for weekly, bi-weekly, and monthly service and maintenance, depending on your needs and budget.
Ask us about our 24-Hour cleaning services. We're available for around-the-clock service as needed!!!
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