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Yahoo Rejects Joint Microsoft/Icahn Deal But Open To $33 Per Share All-Microsoft Sale
Microsoft has once again put in an offer to buy Yahoo’s search assets —
and once again been rejected. The latest offer was a joint one made by
Microsoft and Carl Icahn. Yahoo
slammed what it described was a “take it or leave it” offer and the one day
deadline that came with it. But interestingly, Yahoo now says it would sell
the entire company to Microsoft for $33 per share, the amount Microsoft was
willing to pay in May but Yahoo had rejected as too low.
From Yahoo’s statement:
After negotiating among themselves without the involvement of Yahoo!,
Carl Icahn and Microsoft presented us with a ‘take it or leave it’
proposal under which we would be required to restructure the Company, hand
over to Microsoft Yahoo!’s valuable search business and to Carl Icahn the
rest of the Company, giving us less than 24 hours to respond. It is
ludicrous to think that our Board could accept such a proposal. While this
type of erratic and unpredictable behavior is consistent with what we have
come to expect from Microsoft, we will not be bludgeoned into a
transaction that is not in the best interests of our stockholders
In short, the deal would have given Yahoo’s search business to Microsoft
while the remaining parts of Yahoo would have been in Icahn’s control.
Yahoo’s existing board would be replaced and top management removed.
Yahoo’s statement said it rejected the proposal because it felt it had a
better deal with Google; a sale wouldn’t allow all of Yahoo to be sold for a
"full and fair price" and Icahn’s replacement board wouldn’t have the
experience to run what remained of Yahoo.
At this point, you might be feeling lost about just how many times
Microsoft has tried to get Yahoo this year. Here’s a short recap:
- First Offer – Microsoft Buys All Of Yahoo (Jan-May): Microsoft
made an offer
to buy all of Yahoo on January 31, which wa
two weeks later. Microsoft
it would pursue a hostile takeover if necessary and called its proposal
"full and fair." By April, Microsoft gave Yahoo a three week deadline to
accept its proposal. For its part, Yahoo
evaluating a paid search deal with Google. Meanwhile, Yahoo and Microsoft
started negotiating a higher price for Yahoo. But the price wasn’t high
enough for Yahoo, and Microsoft
offer in May.
- Second Offer – Microsoft Buys Yahoo Search (June): Yahoo
continued to negotiate a paid search deal with Google, while Carl Icahn
started buying shares of Yahoo to launch a fight for control of the
general idea was that he’d get a new board in that would favor a deal
with Microsoft — that is, if Microsoft were still interested in Yahoo. And
Microsoft was interested, given that it started talking directly to Yahoo.
This time, it
wanted just Yahoo’s search assets. In the end, Yahoo chose to work
with Google instead, keeping its search business but also carrying Google
ads in addition to its own.
Yahoo’s Google &
Microsoft Deals, Side-By-Side explains both offers Yahoo considered
in some detail.
- Third Offer – Microsoft Buys Yahoo Search; Icahn Takes Control Of
Yahoo (July): As covered above, Microsoft would get Yahoo’s search
assets while Icahn would run Yahoo.
At this point, I have to wonder why Microsoft doesn’t go back and offer
Yahoo the price it wants for the entire company, keep the search portion, and divest
the rest to Icahn. Crucially, Yahoo apparently offered the entire company
for $33 per share, which was what Microsoft was willing to pay in May
(rather than trying to get the $37 per share that Yahoo wanted):
Yahoo!’s Board points out that a transaction to acquire the whole
company would be much more straightforward and involve far less risk than
the new proposal or any similar alternative. The Board believes a whole
company transaction could be negotiated and executed prior to August 1st.
In rejecting the Microsoft/Icahn proposal, Yahoo! not only repeated its
offer to sell the entire Company to Microsoft for at least $33 per share,
but also offered to negotiate an improved search only transaction.
Microsoft rejected both offers.
Certainly the repeated hammering at Yahoo might bring its share price
down, making the deal less costly. However, Microsoft has already wasted
months of time that would have been better spent on the complicated
integration it would still have to complete if it owned Yahoo. It still has
more time to burn as it waits to see if Yahoo’s board survives its August 1
shareholder meeting. If the board stays on, then Microsoft may waste more months continuing to seek Yahoo’s search assets (as this point, I think it’s
fair to say the company just isn’t going to give up). If the board does go,
there’s still all the time to be spent getting legal approval of the merger.
All this is time that leaves Microsoft weaker, since the limbo state of
what it is doing in search continues while Google gets stronger. That
$5 billion that
Microsoft’s Steve Ballmer thought was too much for Yahoo back in May could turn
out to have been very cheap indeed. But then again, Yahoo now looks a bit
desperate by effectively saying that Microsoft’s $33 per share bid was
actually good enough.
Desperate or not — I’d like to see Microsoft step up and take the offer
rather than see this dysfunctional mating dance continue.
For more, see related discussion