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All posts tagged "proxy"


Sunday, April 6, 2008

Microsoft to Yahoo!: You Have Three Weeks... or Else

Posted by Darius Wey in "Digital Home News" @ 02:00 AM

http://www.microsoft.com/presspass/...05LetterPR.mspx

"Dear Members of the Board: It has now been more than two months since we made our proposal to acquire Yahoo! at a 62% premium to its closing price on January 31, 2008, the day prior to our announcement. Our goal in making such a generous offer was to create the basis for a speedy and ultimately friendly transaction. Despite this, the pace of the last two months has been anything but speedy... During these two months of inactivity, the Internet has continued to march on, while the public equity markets and overall economic conditions have weakened considerably, both in general and for other Internet-focused companies in particular. At the same time, public indicators suggest that Yahoo!’s search and page view shares have declined. Finally, you have adopted new plans at the company that have made any change of control more costly. By any fair measure, the large premium we offered in January is even more significant today. We believe that the majority of your shareholders share this assessment, even after reviewing your public disclosures relating to your future prospects."



Just when you thought talks of an acquisition of Yahoo! were winding down, Microsoft shows up to deliver Yahoo! a stern notice. They've been given three weeks to accept the initial offer or to come to an alternate agreement that would be willingly accepted by both parties. Failing that, the rumoured proxy contest will be realized: Microsoft will go straight to Yahoo!'s shareholders, and attempt to elect a new Board of Directors that will allow the acquisition to go through. Popcorn, anyone?


Tuesday, February 19, 2008

Gates Says Yahoo! Bid Won't Change; Proxy Fight In the Works?

Posted by Darius Wey in "Digital Home News" @ 05:00 PM

"Whether Microsoft intends to take its case to Yahoo shareholders, and maybe raise its offer in so doing, remains well within the company's rights. Nonetheless, Bill Gates said, at the very least, that a price hike wasn't necessary. A multitude of press sources presented conflicting reports on Microsoft Chairman Bill Gates' comments following a speech at Stanford University yesterday. What Gates apparently said was that Microsoft has no plans to raise its $31 per share cash/stock bid for Yahoo, and that's the part that Reuters, the Associated Press, and The New York Times agreed upon. What they disagree upon is what he actually meant -- specifically, whether "no" means "yes." The confusion led MarketWatch this morning to simply report the conflicting stories as they appeared to stand, with the Times backing the AP's account that Microsoft could raise its bid through a proxy campaign with Yahoo's shareholders, and Reuters sticking with Gates' literal meaning... The news, such as it was, triggered a selloff in Yahoo shares this morning on the NASDAQ stock exchange, falling 2% in share value by 11:00 am EST to about $29. Last Thursday at mid-day, Yahoo share value peaked at about $30.25 -- very close to the point where Microsoft would probably have had to raise its bid anyway. So Gates' comments may have had the desired effect: tapering off the public value of Yahoo somewhat below the price Microsoft is willing to pay."



It's been a quiet few days on the Microhoo! front, but reports are in that Microsoft's initial bid of $44.6 billion, which Yahoo! claimed massively undervalued the company, will remain unchanged. Instead, it looks increasingly likely that Microsoft will rely on a proxy fight to take control of Yahoo!'s board and thus see the bid go through. It's certainly not the tidiest way to go about it, but I guess if Microsoft wants results without breaking the bank any more than it has to, it'll do whatever it takes to make this acquisition happen.


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