Yahoo-Microsoft Talks Off, CONFIRMED: Yahoo-Google Have Reached Search Deal

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UPDATE: An SAI source confirms that Yahoo and Google have reached a search deal. The source believes that the deal will start small and ratchet up over time depending on its success. This makes sense, as a small deal will attract far less regulatory scrutiny. It will also contribute less to Yahoo's bottom line. The deal may not be announced this afternoon.

EARLIER: WSJ reports Microsoft-Yahoo talks have formally ended, which explains why YHOO is getting crushed:

The deal unraveled last weekend, at a meeting between Yahoo directors and Microsoft representatives. At the meeting, Microsoft made it clear that it was no longer wanted to pursue a larger deal, the people [familiar with the matter] said...

The company now plans to pursue a search advertising pact with Google, a deal that could be announced as early as today. Details of the plan weren't immediately clear but the two companies have been discussing a deal under which Yahoo would outsource its search advertising to Google.

Yahoo statement below. Meanwhile, now that Microsoft is history, Yahoo and Google are reportedly close to a search partnership.

EARLIER: TechCrunch's Michael Arrington reports that Google (GOOG) and Yahoo (YHOO) will announce "a search partnership of some sort" at 1:30 PT. We have since confirmed the search deal.

Here are our key points on a YHOO-GOOG search partnership:

  • No way is it going to generate the incremental $1 billion of EBITDA for Yahoo some analysts have talked about. This is especially true if the deal will start small, as our source suggests.
  • A smart deal--one structured to pass muster with the regulators--would not eliminate Yahoo's Panama and would only cover a fraction of Yahoo's overall search queries. This might deliver $200-$300 of annual EBITDA to Yahoo.
  • A deal that excluded Microsoft would instantly render Microsoft's search business DOA.
  • A deal that included Microsoft--an open bidding system--would be more likely to sail through regulator hell, but it still wouldn't save Microsoft's search business (which depends on query share, not monetization).

Interestingly, Yahoo's stock is cratering on this news. This could mean that:

  • the market hasn't picked up on the rumor yet,
  • the deal may not actually be that meaningful,
  • Carl Icahn is already dumping Yahoo stock,
  • someone else is dumping Yahoo stock because what is propping up the stock in the mid-$20s is hope for a Microsoft deal.
  • Yahoo is doing the search deal with Google because all hope of a Microsoft deal is lost.

Would a Google-Yahoo search partnership eliminate the possibility of a Microsoft takeout? Very unlikely. In fact, it might even make it more likely. It would not be in Yahoo's interest to enter into any transaction that would prevent Microsoft or any other company from buying it, especially because Microsoft might still argue to regulators that the only reason Google and Yahoo are doing the deal is to screw Microsoft.

UPDATE: TechCrunch adds that Yahoo will announce the departure of another big senior executive today..and not Jeff Weiner. This could be hitting the stock, too. Not clear if this the whole announcement at 1:30, or whether the company will announce both the exec departure AND the search deal. (Or, for that matter, either). An SAI reader says the executive is a tech exec with little responsibility.

See Also: Carl Icahn May Lose His Shirt on Yahoo (YHOO)

YAHOO STATEMENT ON END OF MICROSOFT TALKS

Yahoo! Inc., a leading global Internet company, today announced that discussions with Microsoft regarding a potential transaction -- whether for an acquisition of all of Yahoo! or a partial acquisition -- have concluded. The conclusion of discussions follows numerous meetings and conversations with Microsoft regarding a number of transaction alternatives, including a meeting between Yahoo! and Microsoft on June 8th in which Chairman Roy Bostock and other independent Board members from Yahoo! participated. At that meeting, Microsoft representatives stated unequivocally that Microsoft is not interested in pursuing an acquisition of all of Yahoo!, even at the price range it had previously suggested.

With respect to an acquisition of Yahoo!'s search business alone that Microsoft had proposed, Yahoo!'s Board of Directors has determined, after careful evaluation, that such a transaction would not be consistent with the company's view of the converging search and display marketplaces, would leave the company without an independent search business that it views as critical to its strategic future and would not be in the best interests of Yahoo! stockholders.



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83 Comments

TM said:
Carl, we hardly knew you....

hehateme said:
I hope the microsoft haters in the EU BLOCK THIS!!!! The american justice department wont! "EMBRACE,EXTEND" IS GOOGLES NEW MOTTO.

bear said:
would a goog deal raise yahoo's stock price? it would kill the prospect of a ms acquisition . . . which is what is propping up the stock, no?

Fair point. Probably wouldn't kill a MSFT deal--and might even force it, but that's probably playing into it as well.

insider said:
The Yahoo board and management should be drawn and quartered.

The fox is in the henhouse. And for pennies.

Tom said:
Wow Henry--a GOOG deal is terrible for YHOO's stock price. It kills the possibility of a MSFT deal. The whole point is for MSFT to get search to compete with GOOG. How on earth could it force it?

This is likely going to be an uneconomic poison pill deal. MSFT up, GOOG up, YHOO down. Trust me, we've heard about it on the Street already.

TM said:
A deal with GOOG would raise YHOO's share price, if it was trading in the teens like it would be sans MSFT's earlier offer...

Thanks, Tom. Figured old news. But please explain why Yahoo would enter into a deal that made a takeover impossible. Just doesn't make sense.

Tim said:
For the same reasons they rejected $34 a share and for the same reasons they don't want a board which will push for a Microsoft sale...they're waist deep in delusions of grandeur.

Based on everything I've heard, I don't think they could get a deal through the regulators that looked in any way as though it was designed to hurt a competitor. And given the litigation around the Microsoft deal, they would have to beyond stupid to eliminate the possibility of a takeout.

Stanley Steamer said:
Sure it does Henry! Someone had to pick up where Semel left off!


Tom said:
Well, about an hour "old news" anyway :)

I think the concern is that Yahoo! would make an uneconomic deal for the same reason they adopted an uneconomic compensation plan--to make themselves unattractive to MSFT. Since news of the bid broke their shareholder base has turned over to mostly takeover speculators and activists. The only way Yang keeps his company and his pride (and avoids a big tax hit) is if MSFT refuses to come back to the table and make an offer. A deal with GOOG on search could cement that.

It doesn't make sense that they turned down the bid in the first place.

Stock is coming back a bit now--will be interesting to see how this plays out.

Laughing said:
Enjoying your bath, Mr. Icahn?

TM said:
Let 'er go....back to the teens :)

Bob said:
Not surprised that they'd do something dumb. But surprised that they would do it before their annual shareholder meeting. While it gives them something to talk about, it would seem to give their detractors plenty of ammo.

TM said:
Carl may dump, short, and sent YHOO into the shitter just for spite. Hey, what happened to T. Boone?

Don Johnson said:
I told you every step up the action including the deal falling apart. Hope you listened, every post I made incredibly precise and accurate. Yea me. Enough on me, check my past posts, how did you do? Henry's were pretty awful last time I looked.

frustrated said:
yhoo dropping like a rock!! Jerry once again you have proven you care nothing about the share holders you assh*le

Tim F. said:
Maybe you should take a breather for a few minutes, Henry; you seem really confused at the moment.

Of course Microsoft will argue that the deal is just to hurt them, of course it's (partially) true, but how often do we have to point out how much more profitable Google's advertising is than anyone else's?

Regulatory issues are going to focus on how much control Google has; Yahoo has an easy explanation: maximizing profits for shareholder benefit.

Tim F. said:
This is also why I never get why people worship at Icahn's feet. How many people following him in at 26 and just lost money?

Melanie Griffith said:
Don, please lay off the sauce. You are deranged.

Please don't put your problems out in public. It just embarasses our children.

Victor said:
It's Happening Henry! I TOLD YOU!!!!!!!!!

Gordon said:
THIS IS GREAT NEWS!!! IT KILLS A MSFT-YAHOO MERGER DEAL!!!!!! YESSSSSSSSSSSSSSSSSSS!!!!!!!!!!!


Fernando Alvarez said:
Fade this move YHOO can't be that stupid. This is what Henry has been saying all along yet he was long?!?!

If they anounce a deal that does not make their value clear they shoot themselves in the foot. If they're that desperate they will end up in jail.

Say what? said:
One day, they will find Jerry's empty car parked next to a bridge...

Gordon said:
LADIES AND GENTLEMAN, MY LONG NIGHTMARE IS OVER! -

BREAKING
NEWS
Yahoo: Talks with Microsoft are over, 4 months after software giant Microsoft first announced an unsolicited bid for search engine.

CNN.com

tony baloney said:
Henry, 'beyond stupid' you say? And, you are rooting against Carl ?!?!?!

A journalist? Maybe. But, I sure hope you entrust your investment to someone else.

yankini said:
The other executive is Usama Fayad who came from JPL. He is a theoretical scientist and was not in charge of anything. No impact except money saved from his compensation.

Gordon said:
I can only hope that Carl loses his ASS on this deal just like he did on WCI et al.


I think the critics have it backwards here... I think the MSFT talks ended first. THEN Yahoo and Google got closer on search deal.

My point is that the Google deal won't prevent a Microsoft takeover (which sounds like it's history anyway)

Tom said:
I nearly made the mistake of being long for the deal on YHOO early on, but the thing that is confounding people thinking along the same lines as Henry is the assumption that these are rational economic actors. This really is ego-driven, and a lot of the law suits that will be filed do have merit.

Jerry Yang isn't a great business mind or economic thinker. He's an engineer who just happened to be in the right place at the right time, and he's been a billionaire since he was 30. He's still not 40.

If I'd lived that life, I'd think that I could have my way just by wanting it too. But if he's not careful, he really might end up in hot water.

Gordon said:
YAHOO INC
(NasdaqGS: YHOO)

NEW Real-time: 22.60 Down 3.55(13.58%) 3:12pm ET

TM said:
Yes! We have no bananas.

ej said:
No word yet from Carl?
What does this mean for him? Will he dump his shares. How far down can it go?
Way to go Yahoo's board.

Don Johnson said:
Melanie, not to worry made a fortune trading this. Not sure why the kids are embarrassed (did we really have any?) with Dad predicting each stage of this deal step by step and posting in real time, I guess the kids would rather be in fairyland with Henry's piss poor predictions? But the kids are set for life and Mel I hope you traded my posts and made a few bucks for them, but alas probably to in silly land to trade. Thanks for all your support, but the kids could have used the bucks. But before you ever post again recall we are divorced, I am right (as it turns out incredibly) and you are simply sad, a creep and wrong. Bye bye forever.

TM said:
What about Bill Miller? His Legg Mason has been buying--and holding--a bunch of stinkers of late.

freddyb said:
Great move Jerry!!! You've managed to truly deliver shareholder value... YHOO's trading at 22.76 a share at present... and only a month ago you had a $33 a share offer, but were demanding 37-38.... you're nuts!

honestly, i don't think it'll happen but you should be liable in some way for this mess.. whether a court would find you personally liable is a stretch - but i believe those shareholder lawsuits are going to get very very interesting over the coming month. Jerry Yang - will go down in history as a loser. Google, on the other hand, is the clear winner here...

Hey, enough hate! We just published a note this morning saying no way was Microsoft paying more than $27-$28 and the deal might disappear entirely, costing him his shirt.

Tim F. said:
"My point is that the Google deal won't prevent a Microsoft takeover (which sounds like it's history anyway)"

But it certainly doesn't make it anymore likely either. Yahoo will be wound up in some sort of Google relationship, and their share price is still above the levels when it first made a public bid. Yes, this is specifically happening because MS turned down the last chance at 33.

Seems to me any takeover will take at least another six months or a trial to materialize.

david thompson said:
Put yourself in the shoes of a Yahoo employee... you've managed to avoid being swallowed up by microsoft - yay!!! but wait, they'd allocated what? 1.5 B toward keeping employees? and now my options are way the F under water.... stocks at 22.65 when i could have seen 50% growth through a msft deal... uh ohhh... and now... with google running search, just how safe is my job??

hehateme said:
I guess those hedge fund guys aren't MASTERS OF THE UNIVERSE! Will jerry go play some golf now.

Just bought some YHOO at 22.71$ to go with my GOOG. Guys, wish me luck!

Long live the goog-yhoo monopoly!!!

http://googyhoo.blogspot.com

TM said:
I hate to interupt a hate fest, but anyone else watching GE an GM?

toney baloney said:
Henry,
Sorry for the bitterness. This is just a hard pill to swallow. I think the realists know that YHOO will be lucky to get back to 30, certainly not for several years, if ever (the long term chart sayz it all). And we were sooo close. Opportunity cost will force me cut my losses and move on.

Tina said:
Yang's reputation is utterly trashed now. He'll forever be seen a a clueless businessman who got lucky. What an idiot. This is hilarious.

TM said:
Henry, any word on Microsoft's "Cash Back" program? Perhaps they are seeing some traction with that?

hehateme said:
mark cuban doesn't looks like lucky bastard now! he has taught every start up that it is better sell than hold!

Neek (URL) said:
Hate? Ego drives a $33 deal to $22 and change (so far and still sinking) and likely to tank further in the coming days... hey, what's not to like?

Ain't Google just going SunTzu all over this, on how sometimes, it isn't what you do that deals the death blow to your biggest enemies (in GOOG's case, both of them birds hit with the same stone er, deal) isn't what you do, but what they do to themselves.

Sergey, Larry, Eric must be enjoying their Moe, Larry and Curly moment, since this is one big nyuk nyuk nyuk and whatever pinnacle of the world they were already at just got higher.

Take that - CNBC says MSFT still interested in partial transaction, not in acquiring all of YHOO. Hahaha... no respite for walksters. The millstone is still around MSFT, and its stock is still at ~$28, much lower than ~$32 when this drama started with MSFT's bid.

Can someone tell me what's new here?
1. MSFT still interested in partial transaction, not in full deal. This is exactly what Ballmer has been saying since the AllThingsD conference.
2. YHOO has said several times, MSFT is not interested in full acquisition.

Only thing new I see is that YHOO is closer to a GOOG deal than ever, and significantly cheaper than yesterday.

fredb said:
Rav - you ask what's new? MSFT is up, GOOG is up, YHOO is down.... and the good news - just wait and in time you'll be able to pick up YHOO cheaper than ever !!!

the 'new news' is that talks have concluded... i think a pile of folks were holding on to these talks resulting in a deal.... bring on the shareholder lawsuits!!! YAAAAAY.

fredb said:
Rav - you ask what's new? MSFT is up, GOOG is up, YHOO is down.... and the good news - just wait and in time you'll be able to pick up YHOO cheaper than ever !!!

the 'new news' is that talks have concluded... i think a pile of folks were holding on to these talks resulting in a deal.... bring on the shareholder lawsuits!!! YAAAAAY.

purple haze said:
yahoo is the worst managed company of the 21st century. those who oppose the icahn proxy - what do you really have to lose by voting jerry & co out?

christopher (URL) said:
why is the deal over? couldn't msft just have committed to formally end discussions with the current incarnation of yhoo (e.g., its current board and management team), but not a future yhoo (e.g, one controlled by Icahn). the goog search deal likely isn't a no-regrets move, and an acquisition could still take place. the stock will level out at a price that is a premium on its real value (even with goog search deal) because it will still be propped up by a likely acquistion of an icahn-controlled yhoo at $27 or $28.

temporal said:
Now MSFT says it is still interested in the alternative transaction which according to them is worth more than $33 per share.

Henry:

If MSFT believes this alternate transaction is worth over $33 - then why cannot they buy YHOO for $33 and replicate the above said transaction - it would likely help with the federal regulators!


Victor said:
Rav, you gotta buy more goog bro. They're cleaning microsoft and yahoo's clock and now they're set to be a true monopoly. AND they're off $200 from their high AND they're the cheapest stock in the tech space AND they're still growing at 40% year on year.

Goog is going back to $700

Man, I called this so well. Way back when Henry asked why Yhoo had spiked (go checkout that post).

broadcast.com said:
Wonderful. Thanks again, Jerry.

Tom said:
MSFT wants search. The alternative transaction was for just search. YHOO said no, and now they're about to do a deal w/ GOOG that would prevent MSFT from doing what it would do with YHOO search (namely, go after GOOG).

It's all over but the years of interminable law suits now...

Jack said:
Yahoo major blunder for not taking the Microsoft deal. And on the opposite side, Microsoft Search is DOOMED. Only winner will be Google. What a wast of bandwidth.

Victor, I agree with you regarding GOOG. You'll see that I'm fan of GOOG as well, if you follow my posts.

My YHOO position that I just started today is at $22.71, and is small relative to GOOG. I think its a good hedge against GOOG. If MSFT takes out YHOO close to ~$33, it will cover the potential negative effect on GOOG. If they don't then I have Icahn working on creating value for my YHOO shares. Note that MSFT still has some partial offer that they believe is worth more than ~$33 outstanding for YHOO.

Btw, does anyone know if my shares bought today are eligible for voting in the YHOO shareholder meeting?

Alex Schleber (URL) said:
Despite all of the "titillation", take a deep breath and look at the fundamentals of this:

1) As Henry as previously argued (and I agree with him), the Micro-hoo deal as originally proposed does preciously little to make the combined entity more competitive against Google. MSFT has amply proven that recently by having to resort to touting their "Live Search Cashback" gimmick as a game changer. NOT a good sign.

See, entrepreneurship is fundamentally concerned with arbitrage, that is putting resources towards their highest and best uses. And combining MSFT money and inferior technology together with Yahoo inferior technology and eyeballs does NOT a winning combination make. Period.

If you combine money with eye-balls, what have you got? A waste of $ and a combinatory nightmare.

I previously said that "joining the two juggernauts into one operation is the equivalent of having two huge battleships collide at about a 45 degree angle and hoping that somehow during the collision they will weld themselves into one aircraft carrier. Ain’t… gonna… happen…".

And MSFT has PROVEN with each of its Internet moves in 12 long years that it is very adept at actually driving AWAY eyeballs despite all of its supposed and real advantages (installed browser base, money, influence, etc.).

Part of this is their extreme misunderstanding of branding and the resulting branding mess that I won't go into here, and their failure to understand the internet at a fundamental level.

So if Yahoo moves to outsource the ad serves for its search to Google, in entrepreneurial terms, they are doing the right thing. Take the money now and gear up to fight another day on NEW battle-fields where it can actually WIN.

Remember that Google's monetization advantage is somewhere between 50-100%. Now that is a combination that actually makes economic sense: Leading eyeballs to instantly higher monetization, something that Micro-hoo might well have never achieved.

While it is true that Yahoo shouldn't completely get out of the search game, instead of playing also-ran, they need to innovate on a massive scale. Keep the R&D going in the background, and use the newfound $ to do something worthwhile.

Which is BTW what MSFT should be doing than continue to try to throw its weight around. It hasn't worked on the internet in 12 years. In this context it is ironic that MSFT might now be trying to push for regulatory protection against a Goo-hoo outsourcing deal. THE monopolist of the late 20th/early 21st century cries foul... that's so rich...

Even more ironically, if MSFT hadn't been able to stop the DOJ proceedings against it through the arrival of the Bush admin. and had been proken into say three smaller, nimbler, more hungry units, both those companies and all the rest of us might well be better off today:

Vista might have been less of a failure, the Office company might have actually innovated in the "productivity" space, and the Internet division would have been free to "get" the internet unencumbered by other interests.

Jason said:
Rav: thanks for the humor today.

You write about your brilliant hedging strategy but you don't know if the shares you bought give you the right to vote at the shareholder meeting?

A fool and his money are soon parted.

@Jason

Loving it. Already up 5% on YAHOO in a few hours. I hope you are not one of those bagholders who sold those to me.

Btw, reason for my question was the annual meeting is for shareholders of record on June 3rd as per YAHOO's proxy filing. Since its June 12th today, I wasn't sure if the shares bought today have the voting rights. I would think that they would have voting rights upto a certain date before the shareholders meeting.

If you know the answer to the question, let me know. No reason to be a smart-ass about it.

Melanie Griffith said:
Oh Don Honey,

I am so sad for you. You need to calm down and look for your happy place. Everything will be alright. Please call Dr. Steim on his cell at (305) 534-3636. He will come over with the van and the nice young men. Remember they only want to help.

Stay calm. Things will be better soon.

skeleton said:
Its cool, Carl Icahn, those stocks are still worth plenty. I'm sure you could liquidate Yahoo Buzz, Yahoo Kids, and Yahoo 98 degrees for ... hmm, damn.

These local Seattle/Microsoft guys have a pretty funny bit poking fun at Yahoo's actual worth. Worth checking out for sure.

http://www.seattleuntimely.com

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