Google, Yahoo Ready To Bail On Pact When Ballmer Shows Up (GOOG, YHOO)

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breakglass.jpgThe SEC filing for the Google-Yahoo search deal has one interesting tidbit: An escape clause designed specifically with Microsoft, Time Warner, or News Corp in mind.

Either Yahoo or Google can spike the deal if there’s a “change in control” of the other company. Broad generic definition: Someone else controls 50% or more of its voting securities. But the language is tweaked to account for Microsoft (MSFT), Time Warner (TWX), or News Corp. (NWS): If any of those buyers ends up with 35% of Yahoo, Google can walk away.

And Google is clearly thinking about the prospects of Microsoft coming back to pick at Yahoo's carcass: It's gone ahead and inserted even more specific language to address a possible Redmond raid. If Microsoft acquires more than 15% of the voting power, 5% of the total equity, or 1% of the company's annual revenues, it's considered a change in control.

The escape hatches theoretically apply to both parties, but obviously there's only one practical application here. And to reinforce that, there's this clause: If Yahoo is acquired, Google can receive up to $250 million as a kill fee. That certainly won't be enough to keep Ballmer at bay, though.

See Also:
Yahoo Cost Freeze (YHOO) Means Business Likely Weak--Microsoft Just Waiting To Buy Carcass?
Former Fed Regulator: Yahoo-Google Search Deal To Face "Serious Antitrust Scrutiny"



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14 Comments

Ideas101 said:
I think it is too early to say that yahoo made a mistake - to me it is the safest (if not smartest) decision ever. I have very logical point of view:

1. Sometimes leasing is more profitable than selling, and that is what Yahoo has done. Instead of selling search business to MSFT, they leased it out (temporarily) to Google. Also it is not known how much msft was offering for yahoo's search business anyway may be it wasn't that profitable in the long run.

2. Yahoo/Google deal is only for north-american market. Agreed that it is the biggest market right now but not for the future, as everyone has predicted, future belongs to BRIC (brazil, russia, china, india). Asian and BRIC is the biggest search market one can ever think of, so it is wise that Jerry will take time and resources from north-american team away (as they may not be required any more due to google deal) for now and try to come up with technology/platform that caters to these markets. May be he has a plan to test its Panama platform for these markets and get it mature by the time it is reaped to start making money.

3. It is true that desktop search market is the biggest right now but in the future the search on other platform such as smart-phones is bigger than desktop - and Yahoo can start looking in to it with the help of freed resources.

4. Google is king in text search ads market and not in display ads, according to google executives, yahoo still is the market leader in display ads and it is a huge revenue generator (remember micrsoft was interested in buying yahoo's search business was due to its strong position in display ads). Yahoo can work on the same technology platform to keep bringing more money thru this kind of ads. Also display ads are going to play a bigger role in mobile phone market so it is wise to concentrate on your strength.

5. Yahoo has a strong presence in China, Google is still lacking in getting major revenue from this market. Jerry being from the same ethnic background can understand this market much better than anyone else ... also Yahoo is already deep rooted in china, it has to just find out how to monetize it efficiently.

6. In couple of years yahoo will know how much it can make from this deal(with Google) and if it is mature enough to sell the north-american search business than it would do so by making much more money than what MSFT is offering right now.

7. Last but not least - It is better that Jerry is more loyal to the people who are loyal to him (employees and endusers) than to be loyal who are least loyal (shareholders) to yahoo ...

Conclusion: it is not a worst decision and only time will tell what a smart move it was (or it wasn't). Jerry needs some time to prove it and now he has got what he wanted to prove his caliber and witty decision making capabilities.

Jessica Simpson said:
Ballmer ain't showing up.

The clause is there to make the pact breakable (in a palatable way to GOOG) in order to mollify large pissed off YHOO shareholders. Those shareholders will accuse Yang et al of making a GOOG pact as way to thwart MSFT or other suitors. This clause allows them to say that "Nothing could be further from the truth".

Roy Howard (URL) said:

The most troubling part of that agreement to me is the 1% of revenue clause. Doesn't that mean it would cost X+250mm for Microsoft to do even a search deal? That seems like the real nail through the heart. It's kind of a message to Microsoft has to buy Yahoo outright or walk away.

And I guess that's what Yahoo wants. And I'm sure Google is pretty darn pleased with it, too.




christopher (URL) said:
brilliant move by google. it's like the first vulture to a carcass. you can't tell me that a north american goog/yahoo search pact does not pose a significant threat to panama. no amount of BRIC or mobile queries will make up for the data lost that's required to improve panama. this is google depleting what microsoft really wants before microsoft can get there.

msft deal happens. msft buys all of yahoo at a lower price. goog profits $250 in change of control clause and not one adword is sold on yahoo.


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