The Biz of Coding

Microsoft Says “What The…” to Yahoo!’s “No” to be Acquired

by Ujwal Tickoo on February 12th, 2008

As expected Yahoo! said No to Microsoft's offer of $ 31 per share. No surprises. None what so ever. Its a negotiation tactic. period.

Yahoo! has almost no other *real* option. Future is bleak even if Yahoo! goes for a poison pill e.g. AOL acquisition. What future will two struggling companies create together? It will cause more chaos and more loss of value for shareholders.

Microsoft said "what the…." in no uncertain words:

It is unfortunate that Yahoo! has not embraced our full and fair proposal to combine our companies. Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.

We are offering shareholders superior value and the opportunity to participate in the upside of the combined company….

The Yahoo! response does not change our belief in the strategic and financial merits of our proposal. As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!'s shareholders are provided with the opportunity to realize the value inherent in our proposal.

Here is what a Yahoo! Press Release said about the boards decision:

…Yahoo! Board of Directors has carefully reviewed Microsoft's unsolicited proposal with Yahoo!'s management team and financial and legal advisors and has unanimously concluded that the proposal is not in the best interests of Yahoo! and our stockholders.

After careful evaluation, the Board believes that Microsoft's proposal substantially undervalues Yahoo! including our global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as our substantial unconsolidated investments. The Board of Directors is continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for all stockholders.

Goldman, Sachs & Co., Lehman Brothers and Moelis & Company are acting as financial advisors to Yahoo!. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Yahoo!, and Munger Tolles & Olson LLP is acting as counsel to the outside directors of Yahoo!.

See also: FAQ about the NO from the Yahoo! Board

POSTED IN: Microsoft