Do or die time for Yahoo
By Michal Lev-Ram
Time is running out for Yahoo: Shareholders are starting to agitate, competitors are reportedly poaching employees and, following the rejection of its $44.6 billion bid for the Internet pioneer, Microsoft may be on the verge of instigating a hostile takeover.
What’s more, it appears Yahoo has few defenses — if any — against the software giant. That’s partly because Yahoo (YHOO) does not have a “staggered” board, meaning all 10 of its directors are up for re-election at the company’s annual shareholders meeting this spring. That makes Yahoo particularly vulnerable to a proxy battle, should Microsoft (MSFT) decide to start one by nominating pro-Redmond board candidates by the March 14 deadline and campaigning for investors’ votes.
If Microsoft opts for a hostile takeover, Yahoo does have some limited safeguards in place to protect itself. According to company documents filed with the Securities and Exchange Commission, its so-called “poison pill” is a rule that states the company can issue new shares at a reduced price if a hostile “acquiring person” buys 15% or more of its common stock. Should Microsoft make a tender offer to shareholders, those extra shares would make it harder for it to obtain a majority quickly. But it would only stall the inevitable — because of the structure of Yahoo’s board, Microsoft would nominate a slate of board candidates and try to get them elected at the annual shareholders meeting when it is called sometime this spring.
Other possible scenarios — such as a white knight emerging to rescue Yahoo, entering some kind of outsourcing deal with Google or trying to turn things around on its own — seem increasingly unlikely. While rumors of another potential buyer or partner (including News Corp. (NWS) and AOL (TWX), which is owned by Time Warner, Fortune and CNNMoney.com’s parent) have been circulating the Web, so far no one has tried to outbid Microsoft, and it’s not clear if any other company would benefit from such an acquisition.
What’s more, even if another suitor does emerge, it’s likely Yahoo will just use that as a tactic to try and get Microsoft to up its offer. As for a commercial partnership with Google (GOOG), that would likely pose antitrust issues of its own, not to mention that its long-term benefit to Yahoo is murky at best. An independent Yahoo is also unlikely to survive — shareholders had already begun to lose faith in the company’s ability to turn things around well before Microsoft announced its offer.
On Tuesday, Legg Mason fund manager Bill Miller, representing Yahoo’s second-largest stockholder with 80 million shares, wrote in a letter to his investors that the company is “in a tough spot if it wishes to remain independent.” Activist investor Eric Jackson told Fortune he doesn’t believe in a “go it alone” approach. Both shareholders said they expect Microsoft to push forward, one way or another.
The danger for both predator and prey is that a hostile takeover will send valuable Yahoo employees heading for the door. Harvard law professor Guhan Subramanian says that there is there is an “old conventional wisdom” that you don’t make a hostile bid for technology companies. Why? Because, as Subramanian says, “the most valuable assets — employees — leave the building every night.”
Most “experts” find it hard to believe that this deal is going to go through. I believe it will…eventually. Microsoft’s offer is now worth just $40 billion (according to Microsoft’s closing share price as of 2/19/08), down from the original offer of $44.6 billion. Yahoo Inc. should have taken the deal when it was first offered, and now they are going to lose out on billions of dollars. The takeover will happen, it’s just a matter of time. Microsoft plans on going straight to the Yahoo shareholders, bypassing the board of directors who rejected the first offer, and Microsoft CEO Bill Gates has said Microsoft will not increase its offer. Once Yahoo realizes that, they will have nothing else to do but sell. Microsoft does not need to instigate a hostile takeover. They just need to be patient because the deal will get done. From what I have read, Microsoft shareholders are already astonished at the offer Microsoft originally laid out, and they believe Microsoft will be overpaying for Yahoo. I believe that Microsoft’s original offer was more than enough, and Yahoo should not rely on a better offer from another corporation or from Microsoft itself. Also, with Yahoo’s board of directors all up for re-election this spring, this makes for the best deal possible for both companies. I believe Yahoo should take the money and run with it, because they are just delaying the inevitable.
I do not understand what all these people who call themselves “experts” are talking about. Microsoft has very little to gain from this. Yahoo is just a footnote compared to Google… so Microsoft + Yahoo would be nothing more than a slightly bigger footnote.
What is Microsoft going to do with Yahoo anyway? You can’t tell me Yahoo’s senior folks would be at all pleased about this. Most of them would be long gone before any deal is finalized. Yahoo has its entire back end infrastructure centered around non-microsoft technologies, would Microsoft plan to re-engineer the whole thing like they did with hotmail? We all know how well that worked for them. They took the #1 mail service and ran it directly into the ground.
They wouldn’t be well equipped to let Yahoo continue independently either since most of the intellectual capital from the original company will have jumped ship and Microsoft has very few people in it’s current organization who would have the first clue how to run a Search/Internet company (evidenced by the fact that MSN is a pathetic excuse, hence the need to go after Yahoo).
This whole drama has disaster written all over it.
Yahoo just spent millions on search enhancements that are just beginning to pay off. It takes time for people to catch on. It’s only been a year since the release of the predicitve drop down (love that thing) and the results are now as good as google’s. If the shareholders could just hang on for a year or so I think they’d be glad they did.
I do not agree with your assessment. Yahoo has options. Actually, before anything else, MSFT should up its offer. If it is right, then all should be satisfied.
What I don’t understand is why all of these editorials continue to ignore the obvious—Microsoft should consider themselves lucky that Yahoo declined the initial offer and walk away. The fact is Microsoft, like Yahoo, has not been given enough time to prove their online strategies but instead, listens to the no-nothings in the media for direction on their online strategies. Yahoo has some valuable assets—but they are not worth anywhere near the $44 billion Microsoft is offering—at least not to Microsoft.
The bottom line is Microsoft needs to stop listening to the media and other pundits and just continue building great software. Thre is nothing wrong with making selective small buys, but buying Yahoo will go down in the textbooks as one of the greatest disaster buys in the history of corporate acquisition if by some chance Microsoft is dumb enough to continue with this acquisition strategy.
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Most “experts” find it hard to believe that this deal is going to go through. I believe it will…eventually. Microsoft’s offer is now worth just $40 billion (according to Microsoft’s closing share price as of 2/19/08), down from the original offer of $44.6 billion. Yahoo Inc. should have taken the deal when it was first offered, and now they are going to lose out on billions of dollars. The takeover will happen, it’s just a matter of time. Microsoft plans on going straight to the Yahoo shareholders, bypassing the board of directors who rejected the first offer, and Microsoft CEO Bill Gates has said Microsoft will not increase its offer. Once Yahoo realizes that, they will have nothing else to do but sell. Microsoft does not need to instigate a hostile takeover. They just need to be patient because the deal will get done. From what I have read, Microsoft shareholders are already astonished at the offer Microsoft originally laid out, and they believe Microsoft will be overpaying for Yahoo. I believe that Microsoft’s original offer was more than enough, and Yahoo should not rely on a better offer from another corporation or from Microsoft itself. Also, with Yahoo’s board of directors all up for re-election this spring, this makes for the best deal possible for both companies. I believe Yahoo should take the money and run with it, because they are just delaying the inevitable…