On Saturday Microsoft sent a letter to Yahoo! setting a three week deadline for an agreement between the two companies to be reached. Today, Yahoo! responded in an not-unexpected manner, with the same response it had given before: the offer is insufficient, as far as the Yahoo! Board of Directors is concerned.
Yahoo!'s letter / press release, in part, says the following:
Our Board carefully considered your unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and our stockholders, and rejected it publicly on February 11, 2008. Our Board cited Yahoo!'s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.
At the same time, we have continued to make clear that we are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders. Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo!, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders.
In other words, that initial offer is too low. Including this point, Yahoo!'s missive has the following non-bulleted bullet points:
* Your initial $31 / share offer was too low.
* Despite what you may think, our forecasts are accurate.
* We are and have been announcing new products and services that should be considered in a revised offer (today they announced AMP! from Yahoo!, a "new advertising management platform designed to dramatically simplify the process of buying and selling ads online.")
* Don't forget possible antitrust issues.
* We've been looking at other alternatives (though no one seems that interested - Yahoo didn't add that last part; I did).
* Yes, our stock price has dropped, but so has yours, which means the offer, already too low, is even lower.
They also got a little personal. In response to assertions by Microsoft about how negotiations have been conducted so far, Yahoo! said:
We regret to say that your letter mischaracterizes the nature of our discussions with you. We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.
"Moreover, Steve?"
Yahoo! also goes on to state the obvious:
We consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction.
Yes, well, that's why they call it a "hostile" takeover.
In case Microsoft had any confusion over the rest of the letter, Yahoo! summarized its position in the final paragraph, saying: "we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value."
The drama continues ...
Source: By Tech Ex
Comment and add to the story without registration, but keep the comments meaningful please. Links are not accepted.
