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Yahoo! Rejects Microsoft's Offer, Says 'Still An Option'

mikkl666 writes "In response to an open letter from Steve Ballmer, Yahoo! posted a press release claiming that Microsoft's offer 'substantially undervalues Yahoo!' and is therefore not in the best interest of the company. They also bemoan that the letter 'mischaracterizes the nature of our discussions' and that the threat to make an offer directly to the shareholders is 'counterproductive and inconsistent with the stated objective of a friendly transaction'. Nevertheless, they explicitly point out that a transaction with Microsoft is still an option, but only if they are willing to pay 'a price that fully recognizes the value of Yahoo!'"

31 of 213 comments (clear)

  1. crack smoker by timmarhy · · Score: 4, Interesting
    MS are offering 2x the going share price. what secret pot of gold does yahoo managment think they have that's worth so much?

    oh and he must be pretty dense to think "friendly negotiations" are still an option if MS goes to the shareholders directly.

    --
    If you mod me down, I will become more powerful than you can imagine....
    1. Re:crack smoker by morgan_greywolf · · Score: 4, Funny

      Hello? Rob Enderle? Is that you?

    2. Re:crack smoker by d3vi1 · · Score: 5, Insightful

      I think that it's just another nice way of refusing.

      I think that the Yahoo! folks realize that Yahoo! and Microsoft don't really mix together.

      Microsoft only wants the userbase and the brand, not the products. If Microsoft were to acquire Yahoo!, all their technology (Apache, Oracle, MySQL, PHP, Java, etc running on top of Linux and BSD) would be replaced by Windows servers running IIS. That would make most of the Yahoo! engineers redundant.

      I am pretty sure that they would just add the missing features to their Live products, and rebrand them as Yahoo! The Yahoo! products will start a short (i.e.: 1-2 years) death as soon as Microsoft buys them, to make room for Yahoo! branded MSN/Live ones.

      Imagine a .NET/Mono based Zimbra.

      Furthermore, I assume that at that level all negociations are 'friendly'. Unless they fail, when they become friendly only for the winning side.

      Finally, I do believe that Yahoo! is worth more than that ammount, because there are countries where no competition exists (see Romania). In a blog from one of the Fedora Art Group members, the blogger said that over 90% of the email addresses in Romania were Yahoo! ones. I can confirm this with the Messenger part. I've never seen anyone giveout a GTalk or MSN id in Romania, only Yahoo!.

      --
      UNIX was not designed to stop you from doing stupid things, because that would also stop you from doing clever ones.
    3. Re:crack smoker by ozmanjusri · · Score: 3, Interesting
      MS are offering 2x the going share price. what secret pot of gold does yahoo managment think they have that's worth so much?

      For a start, it's nowhere near 2x, since the value of MS shares, and hence the offer have dropped since the initial approach.

      Microsoft have some interesting times ahead too, and Yahoo shareholders might be considering the risk of turning their Y. shares into MS ones.

      Microsoft's stock buybacks, for example, are being used to counteract stock options paid to executive employees. That's drawing down their cash reserve rapidly without generating much growth.

      The net number of shares in circulation is roughly the same as in 2005, likewise, MS share price remains around the same $29 mark it averaged in '05 despite $50 billion worth being bought back.

      Add to that the failure of their flagship OS on the market and the threats to their Office monopoly, both statutory and in the market, and there's good reason for Yahoo investors to hope for a better suitor.

      --
      "I've got more toys than Teruhisa Kitahara."
    4. Re:crack smoker by rainhill · · Score: 4, Funny

      "what secret pot of gold does yahoo management think they have that's worth so much?"

      a CEO that does not jump on stage and throw chairs

    5. Re:crack smoker by Mongoose+Disciple · · Score: 4, Interesting


      Microsoft only wants the userbase and the brand, not the products. If Microsoft were to acquire Yahoo!, all their technology (Apache, Oracle, MySQL, PHP, Java, etc running on top of Linux and BSD) would be replaced by Windows servers running IIS. That would make most of the Yahoo! engineers redundant.


      Ok, so devil's advocate / tinfoil hat time.

      I'm not exactly going to predict this because, come on, Microsoft, but I could sort of see them leaving Yahoo! alone technologically, at least in the short term.

      Let's assume there's some viable evil reason for Microsoft to want expertise with PHP/MySQL/etc. in their stable. Microsoft basically cannot grow something like that organically from within. You can't create Microsoft MySQL without essentially admitting there's something wrong with SQL Server, etc.

      But you could plausibly buy Yahoo, point to the past migration nightmares of Hotmail, and say that you were wisely letting Yahoo continue with their current technologies due to those experiences.

    6. Re:crack smoker by dedazo · · Score: 3, Interesting

      That's drawing down their cash reserve rapidly without generating much growth.

      That's an interesting soundbyte. Can you explain how stock options paid to executives (which executives?) are actually eating into a $30 billion dollar cash reserve? Those must be some pretty large stock grants.

      Add to that the failure of their flagship OS on the market

      Looks like someone is connecting all those Vista machines that are not being sold to the internet. I'd like to have me a few of those failures every decade or so.

      --
      Web2.0: I love when people Flickr my cuil and digg my boingboing until my google is reddit and I start to yahoo
    7. Re:crack smoker by DECS · · Score: 3, Interesting

      It's the stock buybacks that are eating up MS' cash reserve. Buying back your own stock is an admission you have nothing better to do with your money that give it back to your shareholders

      Remember the words of Michael Dell wrt Apple? Apple isn't buying back its stock, it's buying new campuses, data centers, retail outlets, investing in building products to serve new markets, all of which are selling off the charts.

      Microsoft is failing in every consumer electronics arena it enters. It's brightest star is the xbox, which has only made a few million in the last quarter after billions of losses. Sales have now plateaued, forcing the company back to release a new xbox generation and start spending again.

      Video Game Consoles 2007: Wii, PS3 and the Death of Microsoftâ(TM)s Xbox 360

      Vista might be shipping on some new PCs, but remember that nobody ever questioned Windows' ability to sell. It's a monopoly! Everyone expected MS to sell Vista without any hiccups. It was the consumer business and Windows Media/PlaysForSure, Zune, WinCE/Windows Mobile, Windows Embedded that were all on fire and sustaining deep losses. Microsoft can't sustain mild sales on Vista after spending billions to develop it over the last 6 years and having nothing really to show for all that.

      Windows 7 won't show up for another three years, so Vista has to generate cash across that whole time period, not just ship on some new PCs. What's happening though, is that cheap PCs like the EEE and OLPC are running Linux, premium PC sales are getting eaten into by sales of Macs that are outpacing PC sales by 4x, and major vendors are begging to ship XP.

      Microsoft's flat stock has been placid for a decade during record earnings boosted by automatic OEM PC sales in a period where the PC-box was the only game in town and there was no effective competition. MS is now being hit by competition at the low end and the high end, while also finding the PC market itself coasting along statically. Sales volumes are shifting toward mobile devices.

      MS hasn't successfully delivered mobile devices anyone wants. UMPC was a huge failure, Windows Mobile is a joke. Now its facing the iPhone/iPod Touch and an array of smartphones from other vendors, without any viable game plan.

      At some point, you can't say MS will survive on its good looks and personality alone, because its business is facing several points of failures. Yahoo knows that. It also knows that a MS takeover would gut the company and destroy shareholder value.

      Why Does Microsoft Really Want Yahoo?

  2. Pay for Yahoo's true worth? by rolfwind · · Score: 5, Funny

    I thought Yahoo wanted more money, not less.

  3. This is like... by seanadams.com · · Score: 4, Funny

    This is like watching ugly people kiss.

    1. Re:This is like... by Anonymous Coward · · Score: 4, Funny

      Right. Microsoft is an M and Yahoo is a Y. We know which penetrates what. Microsoft just doesn't yet realize they're the bitch.

      Yahooooooo!!!!

  4. The real question is why? by Whuffo · · Score: 3, Interesting
    What does Yahoo! have that Microsoft prizes so highly? Anything that Yahoo! has done successfully (although not often profitably) has already been "independently reinvented" by Microsoft.

    The most likely result of such a purchase would be that they'd try to turn Yahoo! into another Microsoft division and destroy what they were after in the first place.

    Seems a strange purchase to be chasing after so hard...

    1. Re:The real question is why? by truthsearch · · Score: 4, Insightful

      Yahoo has more pages and traffic than just about any site on the internet. Yahoo and Google are Microsoft's only real competitors on the internet. So my guess is they simply want to absorb one of their competitors to leverage against the other. Microsoft's not gaining market or mind share on their own, so like usual they're trying to buy it.

    2. Re:The real question is why? by rolfwind · · Score: 3, Insightful

      Microsoft has a ton of cash it is sitting on and it's burning a hole in their pocket. They're also a company that has lost an overall focus and their major enemies from the past generations are gone. They are building up a new "feindbild" with Google in the lead role -- so to them taking over number 2 (Yahoo) would be a logical procession if they can't buy #1 (Google).

      Microsoft always needed an enemy to rail against (because they usually didn't innovate, rather copied and improved upon). They have been at this unfocused lash-out stage for quite a number of years.

      But really, this purchase is redundant. They're better off taking the excess cash, paying dividends, and let that be the end of it. The MS/Yahoo merger will be stillborn. The management there will be hostile and leave after the buyouts and the Microsoft drones won't be any better.

    3. Re:The real question is why? by Shipwack · · Score: 5, Informative

      Yahoo is ahead of Microsoft in a few areas... Yahoo's search is worse that Google (IMO), but Microsoft search is worse. Yahoo has Flickr and the social network 43Things, neither of which have a Microsoft equivalent. There's Yahoo Mail and Yahoo Groups, both of which are superior to what Microsoft has. But I agree... Microsoft has a tendency to be heavy-handed with new acquisitions, not to mention the ones it drowns in the bathtub on purpose.

    4. Re:The real question is why? by Enderandrew · · Score: 4, Interesting

      Yahoo's web-services run on Apache servers, and are often developed with open source software in mind.

      I can't imagine that would continue if Microsoft bought them out. And most of the in-house developers would have to learn asp real quick, or be out of jobs.

      --
      http://blindscribblings.com - Tasty pop-culture in conceptual fashion.
    5. Re:The real question is why? by 4D6963 · · Score: 3, Insightful

      What does Yahoo! have that Microsoft prizes so highly?

      Well see, the boxers I'm wearing right now are worth $2. But if you offered me to buy them for $3.24 (a 62% premium), there's no way in hell I would accept. Surely that's way more than they are worth though, but I still wouldn't accept. However, I would accept if you made an offer I would deem good enough, something way above my boxers' real value, somewhere around $50.

      So what's so worthy about my boxers so that I wouldn't let them go for less than 20 times their true value? Nothing, I just would hate to give you my bloody underpants, so I would only let them go for a ridiculously high price.

      --
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    6. Re:The real question is why? by MrNaz · · Score: 4, Funny

      my bloody underpants

      Hey look, I have no problem with women on Slashdot, but if you're going to hang out here you're going to have to learn to deal with the things that make you different from men.

      --
      I hate printers.
  5. This highlights the decline of both companies by religious+freak · · Score: 3, Insightful

    Why on Earth would MSFT offer so much when they could/should develop the search technology, content, and customer base themselves? I don't think they can.

    Why would Yahoo refuse to accept an offer that is clearly more than they'd get from anyone else? Maybe management has its head in the sand as to its marketplace position.

    Going hostile on the acquisition is really, really stupid since one of the best parts of an IT company is the IT talent.

    Going hostile will antagonize the whole company, including the best IT talent, IMO.

    --
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  6. What's Microsoft gonna do with no cash? by geoffrobinson · · Score: 3, Interesting

    When Microsoft burns through all of their cash buying Yahoo, they might be in a whole bunch of trouble. No more ability to absorb losses in business areas when trying to break into a market.

    So for this reason. I hope Yahoo accepts the deal.

    --
    Except for ending slavery, the Nazis, communism, & securing American independence, war has never solved anything.
  7. My yahee, my yahoo by tepples · · Score: 5, Funny

    the blogger said that over 90% of the email addresses in Romania were Yahoo! ones. I can confirm this with the Messenger part. I've never seen anyone giveout a GTalk or MSN id in Romania, only Yahoo!. So that's what the Numa Numa guys were singing about: "My yahee, my yahoo."
  8. Yahooligans, more like it. by imstanny · · Score: 3, Insightful
    Looks like Yahoo has a lot of computer programmers, and not enough financial analysts. Company's 'value' = that which others are willing to pay for. It's like me selling soap on ebay and asking for $50 when the highest bidder is only offering $15. Guess what, either I take the $15 or I don't sell my soap.


    If I was a shareholder, I would be very mad. If Microsoft is going to do a hostile take over by buying their shares on the open market, they'll probably get Yahoo for less than their current offer. Same thing happened with Cablevision a few months ago. When the Dolan family offered a buy-out for $36, some 'major' shareholders rejected the offer, pompously saying that Cablevision is worth more. Well guess what, the market didn't think so. The second the buyout was rejected, the stock plummeted below $30 and is now at $23!

  9. Just a part of Microsoft's Open Source Strategy by stox · · Score: 3, Insightful

    Just think of how many FreeBSD/Linux servers would disappear from Netcraft if Yahoo went over to the Dark Side?

    Embrace/Extend/Extinguish

    --
    "To those who are overly cautious, everything is impossible. "
  10. Yahoo is way overpriced by Animats · · Score: 4, Insightful

    Yahoo's stock is way overpriced. They're a large, mature company, not a growth company. Revenue is down. So they should have a P/E ration in the 10-20 range, like IBM, Microsoft, Oracle, and SAP.

    But YHOO has a P/E ratio of 59 today. Which is far, far too high. Their market cap is around $37 billion. Divide that by 4 and you're close to what the company is really worth. Maybe $10 billion.

    This is why Microsoft's institutional shareholders are unhappy with the proposed deal. Microsoft is overpaying, and that makes Microsoft less valuable.

    Of course, if Microsoft just drops the deal, the bottom falls out of Yahoo stock, and it probably goes down to something closer to what it is really worth.

    Google is overpriced too, but not as badly. Their P/E is around $36, while their revenue is flat or declining slightly. The fundamental problem with Google is that all those free services they give away don't make them any money. They've never found a second big moneymaking product.

    1. Re:Yahoo is way overpriced by MoosePirate · · Score: 5, Informative

      PE isn't the be all end all of valuing companies. In Yahoo's case, it has particular problems because Yahoo has substantial unconsolidated holdings in other companies such as Yahoo Japan and Alibaba. The value of these companies shows up in the P part of the ratio, but the earnings aren't counted in the E part. The value of these holdings alone would put the value of the company close to the $10 billion number you propose.

      If we believe Yahoo's forecasts, their stock price has a fair value closer to $40/share, but even coming up short of this doesn't make them very overpriced. They are in a rapidly growing industry and have had double digit revenue growth for many years, so I think they still qualify as a growth company.

  11. Yahoo trying to force the issue? by s0litaire · · Score: 3, Interesting

    It sounds to me like Yahoo is trying to force Microsoft to start a "Hostile Takeover" bid. Yahoo probably does not want to be part of the Microsoft hegemony and has probably got it's lawyers on the case. I bet within a few hours of Microsoft announcing it's started hostile takeover bid Yahoo will have lawyers in the American and EU courts blocking the Bid due to Competition/Monopoly rules. And we all know how he court's just love Microsoft's antics.... :D MS will get loads of bad press (share prices drop) Yahoo get good press (there shares prices level out above the original value when this started). then Google comes along and snap up the two of them....... :D:D

    --
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    1. Re:Yahoo trying to force the issue? by Grave · · Score: 3, Insightful

      Neither company has a monopoly on anything that would be impacted by this merger. There will be no antitrust or court issues here.

      I'm simply amazed at how many people think this won't happen. This merger is going to happen, regardless of what the current Yahoo board may say. If they don't approve it, they will be replaced by the angry shareholders, who are being robbed of the best offer they'll ever see for their shares.

  12. Re:I figured it out by jc42 · · Score: 5, Insightful

    I still can't even figure out why Microsoft would want them other than to just make them go away.

    Bingo!

    The only motive here is the elimination of a competitor. Price is no matter; Microsoft wants Yahoo! destroyed because it's one of the two barriers in the way of Microsoft owning the search business.

    It's similar to back when Microsoft decided that Netscape had to die. It rapidly became clear that the leaks were true: Bill and Steve had decided that they would lose whatever money they had to lose to own the browser market. They succeeded, and although they've made no money from IE at all (i.e., they've sunk the entire cost of developing it), they are now firmly in control of what the majority of eyes see on the Web. Sinking a few hundred million into IE was a small price to pay for that power.

    Their goal now is to control what all those eyes see when they search the Web. Their problem is that most people think either "google" or "yahoo" is what you type to do a search. Not even MS fanboys like MS's search. They understand that they can't compete in the search arena on quality. So they're going to use their huge pile of money to destroy their remaining competitors. Yahoo is the easiest target, so they're going after it first. And they'll lose whatever they have to lose to kill it.

    Then it'll be google's turn in the crosshairs.

    --
    Those who do study history are doomed to stand helplessly by while everyone else repeats it.
  13. Comment removed by account_deleted · · Score: 5, Insightful

    Comment removed based on user account deletion

  14. Hotmail wasn't migrated sooner because... by Mark_in_Brazil · · Score: 3, Informative

    No, they'll do what they did with hotmail.

    They'll leave them alone until it makes sense to move over to windows/IIS. Hotmail stayed on BSD for years, but it's been IIS for quite a while now. they're not stupid, they'll treat it as business and move them over when it makes sense to do so. But the Golden rule in most markets is you sure as hell better eat your own dogfood if you expect your customers to, and eventually they'll have to move Yahoo! over if they do buy them. While it is true that Hotmail remained on BSD and Solaris for a long time, that's not because of some kind of smart business decision made by Microsoft. It's because Windows and IIS, even backed up by Microsoft's vast financial resources (permitting, for example, a much larger server farm with a much larger operating team and additional security measures), simply wasn't up to the task of hosting Hotmail.

    Hotmail was launched on the 4th of July of 1996 and was bought by Microsoft in December of 1997. Microsoft believes strongly in the concept of "eating one's own dog food" (please note: this is a common term for using one's own products internally), and so immediately started making announcements that Hotmail would be migrated to Windows NT. The NT migration utterly failed, and there were even problems with the Windows 2000 migration. In June of 2001, Microsoft announced it had migrated the BSD portion of Hotmail to Windows 2000, but was forced to retract that statement a few days later. The final migration of all of Hotmail to Windows wasn't completed until 2003.
    Not only because of Microsoft's belief in the "eat your own dog food" principle, but also because Microsoft had made public statements saying it was going to migrate hotmail to Microsoft operating system and web server software, it is clear that Microsoft really wanted that migration to work, but it still took over five years and three versions of Microsoft's server software.
    --
    "It is nice to know that the computer understands the problem. But I would like to understand it too." --Eugene Wigner
    1. Re:Hotmail wasn't migrated sooner because... by Mark_in_Brazil · · Score: 4, Insightful

      yet... Windows Server got a lot better during that time frame, and I have to wonder how much of that was driven by trying to do projects like Hotmail on it and paying attention to the ways in which they spectacularly failed. Ehhhhh...
      While the parent post doesn't quite reach the level of astroturfing, it does feel like an attempt to find a silver lining in what really was an unmitigated fiasco for Microsoft. The company announced quite loudly that it would be migrating to NT, then failed repeatedly. It then more quietly began migrating to Windows 2000, then announced success, then had to retract that. It then issued a white paper on the migration, arguing that Windows 2000 was a better platform than UNIX, even though there were still Solaris and even BSD servers being used until 2003, well after the white paper was issued, and in many cases, BSD code was used to replace the parts of the Windows server OS that just weren't up to hosting a major application like Hotmail.
      Please note that I am not saying there is anything wrong with Microsoft using BSD code - the BSD license clearly permits that. The point is that for whatever reason, despite immense financial resources and huge financial and PR incentives, Micrsoft appears to have been completely incapable of making an industrial-strength OS as late as 2002 that could match the power and security BSD and Solaris had in 1997, and when it did have success, it was by simply appropriating the superior code from the BSD base.
      Additionally, and actually this is my main point in writing this post, whether or not Microsoft had bought and tried to migrate Hotmail, the evolutionary pressure to improve its OS's security and scalability would have been just as strong. So I really don't see the silver lining in this story the way the parent post does. If there is a silver lining for Microsoft, it's that they learned that BSD code is often just plain better than Microsoft code, and simply taking the BSD code is more effective and a lot cheaper than trying to catch up. One wonders why they don't take something like OpenBSD and make a Microsoft front end for it. Windows would then basically be a window manager, a lot cheaper and simpler to maintain, and the heavy lifting would be done by a system that has time and time again been shown to be better than any Windows ever built, especially in terms of security, which is really the biggest issue with Windows these days, what with there being multiple botnets of hundreds of thousands of Windows machines out there eating massive amounts of internet, LAN and machine resources.
      --
      "It is nice to know that the computer understands the problem. But I would like to understand it too." --Eugene Wigner