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April 5, 2008, 5:16 pm

Microsoft CEO to Yahoo: Three weeks or proxy battle

By Yi-Wyn Yen

Steve Ballmer is losing patience. On Saturday, the Microsoft CEO issued an ultimatum to Yahoo’s board of directors, writing a letter that said “now is the time” to negotiate on Microsoft’s bid to buy the company. Ballmer set a three-week deadline for Yahoo’s board to shake hands or else face a proxy fight in which Microsoft would try to oust Yahoo’s directors and nominate its own committee.

A Yahoo spokesperson was not immediately available for comment.

Microsoft (MSFT) has waited nine weeks for Yahoo to accept its offer to buy the company at $31 per share. Yahoo (YHOO) has repeatedly stated that the initial offer of $44.6 billion significantly undervalues the company and rejected the deal in February. Executives from both companies reportedly met earlier this week, but were unable to reach an agreement. In the letter, Ballmer described the “limited interaction” as not “meaningful” and “unfortunate.”

Now Ballmer wants Yahoo to step up the talks. “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,” he wrote.

Microsoft’s aggressive move suggests that it does not plan to raise its bid and expects Yahoo to accept its offer to acquire the company at a 62% premium. “The public equity markets and overall economic conditions have weakened considerably,” Ballmer wrote in his letter to Yahoo’s board. “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.”

Microsoft hopes to enter friendly negotiations with Yahoo in the next three weeks. If they fail to reach an agreement, Microsoft will plan a hostile takeover and will authorize a costly proxy fight to try and remove Yahoo’s board. It would then nominate its own slate of directors who would likely approve the deal. Wrote Ballmer, “If we are forced to take an offer directly to your shareholders, that action will have an undesirable impact on the value of your company.”

Ballmer’s letter can be read here.

Anyone remember the Oracle/PeopleSoft fight? The company planned on getting rid of at least 6,000 PeopleSoft staff, or almost 80 percent of the company. Still, Ellison badly needed PeopleSoft, just like the Giant needs Yahoo. “PeopleSoft was acquired by Oracle,” and Yahoo, Microsoft’s bid has plenty of upside for investors. Note: Big software deals usually don’t go for more than 20 times earnings.

“Yahoo, not interested in being acquired, and that it was not seeking a “White Knight?”

“A bad dream that wouldn’t end?”

“Huge alliance between the companies.”

Not, If, but when, the deal clears all its regulatory and legal hurdles, Microsoft’s offer may become too sweet to pass on.

Poison pills,white knights..One must admit,all this back-and-forth maneuvering makes for interesting headlines.

It’s USA at its finest!! This what our soldiers fight for every day..FREEDOM BabY!! We have never been one to follow conventional wisdom or call it quits when the going get tough!

A vigorously challenges–that’s what we’re all about!

So fight the good fight and keep the world focused on the great USA !!

Ps/ Microsoft Summit comes to Vegas at the end of this month. Yahoo!!

Muahhh.

Posted By Susan Baker – San Ramon, CA & Las Vegas, NV : April 11, 2008 1:36 am

Microsoft has been doing this for years. I would hope no one is surprised. Piracy is ok when they’re the pirates. What a bunch of crybabies.

Posted By Nic, Minneapolis MN : April 7, 2008 12:54 am

Google is laughing right now.

Posted By KI : April 7, 2008 12:13 am

“boohoo, the H1B candidates are taking jobs away”.. get over yourself, h1b only makes up a small portion of total jobs… maybe you should start doing something about making the american workforce more competitive

Posted By Patrick, San Francisco, CA : April 6, 2008 10:35 pm

Monstersoft? Thats a good one, people need to let go a little and stop all the whining, I don’t support everything they do, but to act like a fool makes no sense. I would like details instead of straight jealousy talk. Many others seem to run exactly the same and I do not hear a peep from you. Freemarket, get used to it already.

Posted By Eric, Cincinnati OH : April 6, 2008 6:23 pm

Yes, I loathe MSFT but Yang and his merry band of FREELOADING DO-NOTHINGS have placed our 2000 share votes in msft’s proxy fight hands… yang’s ‘gravy boat’ is about to be emptied.

Posted By Gimme a Break, Puget Sound,WA : April 6, 2008 1:58 pm

MonsterSoft is that the only thing you could think of?

I would suggest getting a life and leave the H-1B Visa candidates alone. They have nothing to do with this.

Posted By Jim, Mesquite Texas : April 6, 2008 9:12 am

I love this ploy by Microsoft. Yahoo! is now dinosaur of the dot com era, has provided little to no innovation over the past decade, and has no chance of independently loosening Google’s death grip. Microsoft’s buyout of Yahoo! is the worlds only hope of a more competitive, innovative and exciting internet/information market place.

Posted By Verlo J, Dallas, Texas : April 6, 2008 8:13 am

.

it seems that Microsoft is (also) IMPATIENT to LOSE its billion$$$ for nothing… Yahoo will NOT give to Microsoft the advantages they think in the battle aganist Google… I don’t like Google (just read my ghostNASA.com blog to know why…) but I must admit that Google spends its money much better than Microsoft

.

Posted By Gaetano Marano – Italy – NewSpaceAgency.com : April 5, 2008 11:04 pm

Steve Ballmer is an idiot and is out of control.. such a takeover will just make microsoft’s public image decline even more. If Yahoo! isn’t ready to settle the deal, then maybe you should move on Mr. Ballmer.. go get laid.

Posted By Lenny, Chesapeake Virginia : April 5, 2008 10:34 pm

Extra, Extra, read all about it….. Bill Gates turned into a “MONSTER” WHY?

a/MONSTERsoft only hires H-1B Visa Candidates, “NOT” Americans. MonsterSoft.

b/MONSTERsoft will plan a HOSTILE takeover and will authorize a costly proxy fight TO try and REMOVE Yahoo’s board.

What’s next,,,MONSTERsoft

Posted By Nick L. Santa Cruz, CA : April 5, 2008 8:34 pm
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