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Report: Microsoft to seek to replace Yahoo board

Microsoft appears to be ratcheting up the pressure in its Yahoo takeover attempt. The New York Times, citing people briefed on the matter, reports this morning that the company is preparing to launch a proxy fight to replace Yahoo's board of directors, unless Yahoo enters talks.

That has been one of the options available to Microsoft following Yahoo's statement last week that it believed Microsoft's offer undervalued the company. In an interview with The Associated Press, Bill Gates reiterated Microsoft's hard line on the possibility of raising the Yahoo bid.

"We sent them a letter and said we think that's a fair offer. There's nothing that's gone on other than us stating that," Gates said, according to the story. He added, "They should take a hard look at it."

As reported in today's New York Times story, a proxy fight would be considerably cheaper for Microsoft than raising its offer would be. Every extra $1 per share translates into $1.4 billion overall. A campaign to replace the Yahoo board would cost about $20 million to $30 million, by comparison, for legal fees, proxy solicitation and other costs. (A person familiar with the situation confirmed those numbers for me this morning.)

However, taking the hostile route could raise additional risks in the future, including the possibility of alienating the Yahoo employees that Microsoft hopes to bring into its fold if it's ultimately able to complete the deal.

Posted by at February 19, 2008 11:16 a.m.
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Comments
#99846

Posted by TomScrace at 2/19/08 5:16 p.m.

All this adds up to one thing: the end of Microsoft as we know it. If web services is going to be their core business in the future, and they can't master that business without buying in help from outside, then what is the parent company bringing to the table? I think that the best Microsoft can hope for at this point is that, post-acquisition, they manage to retain Yahoo's employees, and simply add Yahoo's profitability to their own, acting more or less as a holding company. If they are wise they will stay away from the day-to-day management of the firm, and will sit on the sidelines investing capital as required. If they play it right then they may be able to grow their market share by drawing on Microsoft's financial clout, and exploiting possible synergies with Microsoft's traditional businesses.

The worst case is that Microsoft acquires Yahoo, loses all its employees (a probability if the proxy fight takes place, or if they interfere too much after the buyout) and fails to maintain a significant share of search ad-revenue as a result. At this point Microsoft has effectively removed Yahoo from the marketplace, leaving Google to further entrench its already formidable lead.

#99888

Posted by unregistered user at 2/19/08 7:40 p.m.

Letter to Stockholders from Mr. Yang

Dear Stockholders,

We have no choice but to accept Microsoft's offer. I don't want our company to be involved in a proxy war which will just end up Microsoft winning it by a mile. I have suggested to name the company Yahoo by Microsoft so as not to lose our identity and brand. Either way, if they insist on putting their name together with Yahoo then I am not considering MicroWho? because it is a kitchen appliance like a Microhood. I like the idea of naming it Yahoo by Microsoft or YAHMIC! This way, our brand Yahoo will always come first.

This will be a great company and we are moving quickly to make it come true.

Billy Yang,

YahMic! Inc.

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