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May 6, 2008, 10:15 am

Yahoo discord heats up

By Scott Moritz

Yahoo (YHOO) chief Jerry Yang has lost a deal and gained some enemies.

Yes, Microsoft (MSFT) walked away from the proposed blockbuster merger - but no, the new enemy is not Microsoft CEO Steve Ballmer.

Instead, it’s Gordon Crawford of Capital Research Global Investors, a holder of 6% of Yahoo’s shares.

Crawford voiced his extreme disappointment in Yang in press reports, including a piece in Tuesday’s Wall Street Journal taking direct aim at Yang and his hamhanded treatment of the Microsoft offer. “I think he overplayed a weak hand,” Crawford told the Journal.

He’s not alone. Other Yahoo investors have taken issue with the way Yang tried to hardball his way to a higher bid.

“This $37 price was ridiculous,” said one Yahoo investor referring to Yang’s deal-breaking counter offer to Ballmer in Seattle on Saturday. “I would have had no problem taking the thing at $31,” the investor said.

Yang has since protested that the $37 pitch was merely a starting point to get the talks going. But after three months, two rejections and a ad outsourcing pact with rival Google (GOOG), Microsoft’s Ballmer decided to use Yang’s starter as an end to the discussions.

The move puts Yang under the spotlight as big investors and small watched Yahoo’s value shrink - on Monday, the stock closed 15% below its closing price Friday.

“This is a clear example where the management didn’t have the best interest of the shareholders at heart. I think a lot of shareholders would have been very happy to do this deal at $33,” said Jacob Internet Fund manager and Yahoo shareholder Darren Chervitz, in Fortune Techland story Monday.

Another big stakeholder, Bill Miller of Legg Mason, whose firm swung to a $256 million loss in the first quarter on bad bets in Countrywide and Bear Stearns, is also feeling the pressure of having more than a 6% position in Yahoo. Miller told Bloomberg that he’s holding out hope that Microsoft and Yahoo can rekindle the discussions.

“There’s probably a lot of people jumping up and down today,” Miller told Bloomberg.

He expects Microsoft to come back. “If I’m sitting in their shoes, I’ll go away and see what happens,” Miller said . “I can come back and the worst case is, I’ll pay six months more of my free cash flow.”

For Microsoft, while the software giant may have averted overpaying for Yahoo, it hasn’t solved the bigger problem: How to compete with Google for the Internet advertising bounty.

Meanwhile, Yang and Yahoo will have a chance to feel some of the investor blowback at the annual shareholder meeting scheduled for July 3.

Observers such as Fortune’s Go West columnist Adam Lashinsky ask: “What will happen to Yahoo’s board? Will angry shareholders kick out its value-destroying board?”

An organization’s stupidity becomes evident when - in the name of organization - it sacks the entrepeneurial staff that made it successful in the first place, and brings in so-called industry-experienced professionals to take the company to the next scale. Even if this means bringing in old fuddy - dudies who are experienced at siphoning both content and money. Who lack ideas and creativity, but are great at corporatespeak.

I have been privy to just such an exercise that Yahoo indulged in, in India, and I was shocked that such a cool company could make the same mistakes that companies did in India. The dumbing down of Yahoo was evident over 3 years ago, and the results today do not surprise me.

Having a CFO head a company Yahoo - remember Sue Decker - is vomit worthy for a new generation org like Yahoo.

Honestly, 20 bucks is good if Micorosft can buy it, and if it does not - then sell Yahoo for 16 to Google.

Eclectic Investor (www.eclectic-investor.blogspot.com)

Posted By Eclectic Investor, India : May 13, 2008 11:34 am

Yahoo is a non-player and has been for a couple of years now. I’m amazed at how many people who post in these forums know so little about business and technology. This company is following in the same footsteps as AOL, NetScape, WordPerfect, Novell and Sun. Full of arrogance, with nothing to show for it. They have no plan or direction. In a few years, Yahoo, like the rest of this group, won’t even exist…

Posted By Mark Saint Augustine, FL : May 8, 2008 8:54 pm

I would sell all my shares to MSFT for $34

Posted By Sam, Dallas TX : May 6, 2008 8:27 pm

What yahoo needs to do is learn how to get the public, (shareholders and non-shareholders) to interact with their services. Meaning, offer incentives to the public for helping them build more business for Yahoo. How? The CEO needs to address that.

Posted By raul, san jose, CA : May 6, 2008 6:44 pm

*****
“This $37 price was ridiculous,” said one Yahoo investor referring to Yang’s deal-breaking counter offer to Ballmer in Seattle on Saturday. “I would have had no problem taking the thing at $31,” the investor said.
—–
The move puts Yang under the spotlight as big investors and small watched Yahoo’s value shrink - on Monday, the stock closed 15% below its closing price Friday.
*****

I know it is Crawford’s money, but as an outsider looking in, I can’t help but notice, that such intelligent people could not discern the game great Steve Ballmer has played.

Let us hypothesize that ‘Steve Ballmer had no intentions to buy YHOO at all and that this buyout offer was merely a test’.

What conclusion can intelligent people draw from above hypothesis?

I think CEO Yang did the right thing, by not stooping too low to MSFT pressure. Eventually YHOO stock will rise, and in the meantime, MSFT will have to rethink their part of the game - MSFT for now does not have too many options at its disposal for now.

Posted By Raman, Plano TX : May 6, 2008 6:42 pm

Anyone ever see or hear Steve Balmer scream and drop “F” bombs? Ever hear about the notorious chair throwing episodes! Yang knows he should take the money but he knows it will be the end of Yahoo as he knows it. Culture train wreck maximus! I’d love to see the deal go through so we can watch the melt down.

Posted By Joe, Norwalk, Ct : May 6, 2008 6:18 pm

Jerry Yang…you’re not going to go down in history as one of the early legends of the internet. Give it up. You have enough money. Face your inner demons and serve your shareholders

Posted By A. Scott Nashville, TN : May 6, 2008 6:12 pm

Yang is right to hold out. For all of the press around Yahoo!’s potential gaffe in turning down MSFT’s offer, it’s heartening to see some in the the press turn their attention on MSFT, which after all, has NEVER made any money on their Internet business…latest drain = ~$290 million last quarter. What WILL MSFT do now (other than wait for Yahoo! to come back hat in hand and accept a lower offer [which assumes Yahoo! is going to sit on their hands, which they won't do/are not doing])? They’ve thus far, in recent months, spent nearly $11BN on search (Fast) and advertising (Aquantive) capabilities, with very little to show for their investments. Yahoo!, for all its problems, REMAINS the single most visited web site on the Internet. That is, after all, one of the main reasons MSFT was interested in acquiring that firm. This activity has just begun.

Posted By WilKo, San Francisco, CA : May 6, 2008 5:09 pm

Even with low-end execution, Yahoo has proved to get $31 p.s - Yahoo can achieve better revenue scale if they concentrate on better serving their customers. However, it is microsoft’s cash at risk if they do not come back to the table.

Posted By Krishna, Sanjose, CA : May 6, 2008 3:31 pm

Yang should dump all his stock and go to work for Google.

Posted By Jim Los Alamos, NM : May 6, 2008 3:03 pm

Jerry Yang, step aside and let Microsoft save your failing comapny, and your suffering shareholders.

Posted By Eugene, Park Ridge, IL : May 6, 2008 2:49 pm

Yahoo should just change their name to WHO??
Nobody even uses it anymore… MS would bring some traffic to the electronic ghost town…

Posted By Anonymous : May 6, 2008 2:06 pm

Whether this deal was good for Yahoo investors depends on your goals. Over time this will prove to be the right decision. Does everyone still think AOL/Time Warner was a great merger? Even if his reasoning is flawed, Yang probably saved investors and Microsoft from themselves.

Posted By Heywood, Heywood, Ohio : May 6, 2008 1:13 pm

Just tell us shareholders WHOM TO HANG!

Posted By PNW Trojan, Puget Sound WA : May 6, 2008 11:28 am

Microsoft is plain stupid to do this deal and Yahoo is stupid not to accept the initial offer. MS gains hardly much, Yahoo is a declining company without a future with or without MS. Once a powerhouse of talent, all the smart ones have left Yahoo.

Posted By Rich, Seattle WA : May 6, 2008 11:04 am
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