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MSFT-YHOO: Proxy Details Emerge Amid Deafening Silence
Posted Apr 28, 2008 10:49am EDT by Aaron Task in Investing, Internet, Venture Capital, M and A, IPOsWith Saturday's deadline passing without a deal with Yahoo, Microsoft is now presumably "exploring alternatives," to paraphrase CFO Chris Liddell.
Those alternatives include walking away from the deal, the seemingly unlikely scenario of a raised bid, or a proxy fight.
A hostile offer would be complex, costly, and time consuming, and there's no guarantee of success. Yahoo has a poison pill since 2001 which would trigger the issuance of new shares if Microsoft (or anyone else) acquires more than 15% of Yahoo shares without the current board's approval.
Nullifying the poison pill is a major reason Microsoft wants to replace Yahoo's board. One advantage Ballmer & Co. has is that Yahoo's board is not staggered, meaning the entire slate is up for reelection (or replacement) in one fell swoop.
Microsoft also does not need a majority of Yahoo shareholders to support its bid, only a majority of those voting at Yahoo's still unscheduled shareholder meeting, as Marc Andreessen explains on his blog.
53 Comments
indless_3749 - Monday April 28, 2008 12:06PM EDT
MY YHOO STOCK IS ALL FOR SALE AT $50.00+ A SHARE BALLMER!!!!
maryfoltyn - Monday April 28, 2008 12:07PM EDT
Gates listens to Buffett. Buffett says bad recession, so Microsoft will pull Yahoo bid. Short Yahoo it is going back to 15.
Jay - Monday April 28, 2008 12:16PM EDT
some one is ought to take google out of the game, or at least make it a more competitive arena. $550 per share!? c'mon...talking about global domination!
Jay - Monday April 28, 2008 12:17PM EDT
some one is ought to take google out of the game, or at least make it a more competitive arena. $550 per share!? c'mon...talking about global domination!
Yahoo! Finance User - Monday April 28, 2008 12:53PM EDT
msft has 60 billion in cash, if they want something they will get it, they have wanted yhoo for a while, and yhoo hasn't done anything in 4+yrs.
Robert S - Monday April 28, 2008 12:55PM EDT
Go away, Microsoft. Get the bugs out of Vista.
Robert S - Monday April 28, 2008 12:56PM EDT
Go away, Microsoft. Get the bugs out of Vista.
Yahoo! Finance User - Monday April 28, 2008 01:01PM EDT
Yahoo is much smarter than Ballmer thinks but I suspect he knows that Yang has an ace up his sleeve. Isn't Microsoft currently in a lawsuit with a small company and is it possible that David is kicking Goliath's butt? http://www.vcsy.com/press/releases.php?year=2007&month=04&day=20&num=00
cootiegiver - Monday April 28, 2008 01:19PM EDT
Hard to understand why Microsoft wants this company at this price. Cut it in half, and it might be worth looking at, but not until then, particularly in light of all the defenses Yang has implemented, like the severance clause, etc.
trademaster2001 - Monday April 28, 2008 01:31PM EDT
Microsoft is a bully company. I will not buy another product from them anymore. This Yahoo hostile takeover is like forcing someone to marry you. Very unethical practice. Boooo Microsoft...!!!!
cwsinsurance - Monday April 28, 2008 01:35PM EDT
announce a walk away,watch shareholder scurry to try and sell,stock gets cut in half ,board is completely swept away ,new lower bid for yahoo in another 3 month ps it may also help if microsoft engaged in shorting yhoo stock to get it under 10 bucks
pbowes5 - Monday April 28, 2008 01:45PM EDT
I agree, this seems like a classic case of a small gain in synergy completely wiped out by the premium paid. If I were Microsoft I'd put the money into something else. The more they pursue this thing the worse its going to be.
ted.whan2007 - Monday April 28, 2008 01:51PM EDT
leave Yahoo alone or make a mutually agreeable deal
Yahoo! Finance User - Monday April 28, 2008 01:58PM EDT
up the price a bit Ballmer as this would be a good merger for all of us.
Yahoo! Finance User - Monday April 28, 2008 02:16PM EDT
With your comments,please divulge whether you are invested in Yhoo,msft,goog or neither. I believe a deal @ a fair price of $31 p.s. is in the interests of both companies. You still will not be able to compete with Google,but it helps. P.S. I do not hold positions in either companies.
bourse20032000 - Monday April 28, 2008 02:26PM EDT
walk away and wait for a lower price in a few months.
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Curtis B - Monday April 28, 2008 11:41AM EDT
Microsoft is not wanted by Yahoo!