Microsoft offers $1.2 billion for Fast
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Software maker makes a grab for Norway's Fast Search &#38; Transfer, a leader at the high end of the business search market.
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No. 1 software maker Microsoft Corp.   MSFT.O on Thursday awarded restricted stock worth $951   million, based on its current share price, as performance   bonuses to some 900 executives and managers.
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In a letter to Yahoo&#39;s board, Microsoft CEO Steve Ballmer&#160;offered to acquire the company&#160;for a per-share price of $31 in cash or 0.9509 of a share of Microsoft common stock -- a 62 percent premium above the Jan. 31, closing price of Yahoo -- and cited the broad range of ways in which the companies might work together to create a more effective competitor in the online marketplace. Below is the text of the letter that Microsoft sent to Yahoo&#39;s Board of Directors:January 31, 2008Board of DirectorsYahoo! Inc.701 First AvenueSunnyvale, CA 94089Attention: Roy Bostock, ChairmanAttention: Jerry Yang, Chief Executive OfficerDear Members of the Board:I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft&#39;s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use - EBITDA, free cash flow, operating cash flow, net income, or analyst target prices - this proposal represents a compelling value realization event for your shareholders.We believe that Microsoft common stock represents a very attractive investment opportunity for Yahoo!&#39;s shareholders. Microsoft has generated revenue growth of 15%, earnings growth of 26%, and a return on equity of 35% on average for the last three years. Microsoft&#39;s share price has generated shareholder returns of 8% during the last one year period and 28% during the last three year period, significantly outperforming the S&amp;P 500. It is our view that Microsoft has significant potential upside given the continued solid growth in our core businesses, the recent launch of Windows Vista, and other strategic initiatives.Microsoft&#39;s consistent belief has been that the combination of Microsoft and Yahoo! clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers. In late 2006 and early 2007, we jointly explored a broad range of ways in which our two companies might work together. These discussions were based on a vision that the online businesses of Microsoft and Yahoo! should be aligned in some way to create a more effective competitor in the online marketplace. We discussed a number of alternatives ranging from commercial partnerships to a merger proposal, which you rejected. While a commercial partnership may have made sense at one time, Microsoft believes that the only alternative now is the combination of Microsoft and Yahoo! that we are proposing.In February 2007, I received a letter from your Chairman indicating the view of the Yahoo! Board that &quot;now is not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction.&quot; According to that letter, the principal reason for this view was the Yahoo! Board&#39;s confidence in the &quot;potential upside&quot; if management successfully executed on a reformulated strategy based on certain operational initiatives, such as Project Panama, and a significant organizational realignment. A year has gone by, and the competitive situation has not improved.While online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out, and in research and development, making this a time of industry consolidation and convergence. Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo! can offer a credible alternative for consumers, advertisers, and publishers. Synergies of this combination fall into four areas:Scale economics: This combination enables synergies related to scale economics of the advertising platform where today there is only one competitor at scale. This includes synergies across both search and non-search related advertising that will strengthen the value proposition to both advertisers and publishers. Additionally, the combination allows us to consolidate capital spending.Expanded R&amp;D capacity: The combined talent of our engineering resources can be focused on R&amp;D priorities such as a single search index and single advertising platform. Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search, and new advertising platform capabilities. Many of these breakthroughs are a function of an engineering scale that today neither of our companies has on its own.Operational efficiencies: Eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity.Emerging user experiences: Our combined ability to focus engineering resources that drive innovation in emerging scenarios such as video, mobile services, online commerce, social media, and social platforms is greatly enhanced.We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines.We have dedicated considerable time and resources to an analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals. We look forward to discussing this with you, and both our internal legal team and outside counsel are available to meet with your counsel at their earliest convenience.Our proposal is subject to the negotiation of a definitive merger agreement and our having the opportunity to conduct certain limited and confirmatory due diligence. In addition, because a portion of the aggregate merger consideration would consist of Microsoft common stock, we would provide Yahoo! the opportunity to conduct appropriate limited due diligence with respect to Microsoft. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.In light of the significance of this proposal to your shareholders and ours, as well as the potential for selective disclosures, our intention is to publicly release the text of this letter tomorrow morning.Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo! Board to engage in a full review of our proposal. My leadership team and I would be happy to make ourselves available to meet with you and your Board at your earliest convenience. Depending on the nature of your response, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!&#39;s shareholders are provided with the opportunity to realize the value inherent in our proposal.We believe this proposal represents a unique opportunity to create significant value for Yahoo!&#39;s shareholders and employees, and the combined company will be better positioned to provide an enhanced value proposition to users and advertisers. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favorable reply.Sincerely yours,/s/ Steven A. BallmerSteven A. BallmerChief Executive OfficerMicrosoft Corporation
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Microsoftâs $1.2 billion bid for a Norwegian search software company is seen as an effort to add tools to its lucrative Office products and fend off Google.
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SBC Communications, the No. 2 U.S. telecommunications company, has agreed to pay &#36;400 million to Microsoft Corp. for software that can deliver television via high-speed data lines, The New York Times reported on Wednesday.
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In November, Microsoft representatives began to comment that the enterprise search market had reached &quot;a tipping point&quot;; on Tuesday, the company backed up that claim with a bundle of cash,&#160;offering to buy enterprise search software company Fast Search And Transfer (FAST)&#160;for 6.6 billion Norwegian kroner ($1.2 billion).Analysts and other search firms said Tuesday the move means that enterprise search has truly arrived as a software category, and also that further consolidation will likely occur in the space, creating opportunities for niche players.No immediate stumbling blocks appear to be in the way of Microsoft buying FAST, which is based in Oslo. The company&#39;s board has recommended that shareholders accept the offer, which represents a premium of 42 percent over FAST&#39;s share price at close of business on Friday. The companies expect the deal to close in the second quarter.&quot;It&#39;s a great bit of technology acquisition for Microsoft,&quot; said Mike Davis, senior analyst with Ovum Group.Microsoft is buying FAST as a way to break into the high-end enterprise search market and also offer customers a full range of search products. In November, it&#160;introduced Search Server 2008 and Search Server Express 2008. Microsoft is pitching Search Server 2008 as a cheap entry into enterprise search, while the Express version is free for single installations.FAST&#39;s rivals include Autonomy -- which recently acquired Meridio and Zantaz -- and Endeca.Davis said it would not surprise him if a rival vendor, such as Oracle, follows up Microsoft&#39;s move with a high-end search acquisition of its own.He and another analyst suggested Tuesday that Microsoft has not only scooped up a solid company but got a bargain in the process.Guy Creese, an analyst with Burton Group, argued on his blog that FAST&#39;s recent financial troubles, which led to layoffs last year, probably helped drive down its price tag.&quot;While the operational wheels fell off, the FAST technology is strong at its core,&quot; added Creese, who called the pending deal &quot;a huge coup&quot; for Microsoft.But cost was not the driving factor in Microsoft&#39;s choice of FAST over other high-end search vendors in the space, according to Jeff Raikes, president of Microsoft&#39;s business division.Raikes insisted during a conference call Tuesday afternoon that FAST simply had the best people and technology.The executive didn&#39;t shed much light on the negotiation process that led up to Tuesday&#39;s announcement, but did indicate one aspect of Redmond&#39;s immediate plans, assuming the deal closes as expected.&quot;I can simply say that part of what we will look at ... will be to marry the strengths we have with our software-plus-services model with what FAST is doing.&quot;Raikes said FAST&#39;s technological strengths, such as its scalability and domain-specific searching capabilities, proved attractive to Microsoft.He declined to say whether the FAST acquisition will have any impact on Microsoft&#39;s Internet search products, but did not rule out the possibility.Raikes asserted that Microsoft will emerge as the go-to vendor for enterprise search customers once the deal is finalized.&quot;We think most customers are recognizing that they don&#39;t want their enterprise search to be fragmented across the organization,&quot; he said. &quot;Customers are going to want to choose a search strategy and the offerings from one vendor.&quot;Despite that view, Tuesday&#39;s news had smaller, specialized enterprise search vendors, such as Brainware, brimming with confidence, at least publicly.&quot;We&#39;re excited because it really heightens the importance of enterprise search applications,&quot; said Brainware&#39;s CFO and general counsel, James Zubok. &quot;But the biggest reason we&#39;re excited is that technology like ours is highly complementary [to broader offerings],&quot; he said.Brainware claims its search software can return useful results even when search terms are misspelled, or from illegible documents.Robert Tennant, CEO of Recommind, a search company that focuses on e-discovery, said Microsoft&#39;s move foretells a changing role for search. &quot;We believe that search is really important to the next generation of all software,&quot; he said. &quot;It provides information access with context. We believe that you&#39;ll see search ... woven within the fabric of other applications.&quot;Tennant also predicted it will be &quot;many years&quot; before Microsoft will produce specialized, vertical search products like those offered by Recommind.Raul Valdes-Perez, CEO of Vivisimo, which makes the Velocity Search Platform for enterprises, echoed the notion that Microsoft&#39;s investment is good for the market overall. &quot;I think we will have, eventually, one less competitor and many more partners,&quot; he said.But he also argued that the real beneficiaries of such consolidation could be companies like his own. &quot;I think there&#39;s a lot of uncertainty, and in this environment enterprise customers are going to look for predictability.&quot;Microsoft&#39;s stock was down $1.14 in late trading Tuesday to $33.47, on a bad day overall for the market.IDG News Service&#39;s Peter Sayer contributed to this report.
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1.5 million public sector users The government is to make further cash savings thanks to higher discounts offered by Microsoftâ¦
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Microsoft Corp. plans to concentrate on acquisitions valued at between $50 million and $1 billion over the next five years, CEO Steve Ballmer said Thursday at the Web 2.0 Summit.
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The world&#39;s biggest software company, Microsoft Corporation, said last night that its first quarter profits swelled to $2.9 billion as consumers and businesses pumped up demand for new computers.
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Microsoft Corp said on Wednesday it would pay $240 million for a minority equity stake in Facebook in a deal that values the social networking Web site at $15 billion.
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SAN FRANCISCO -- Rapidly rising Internet star Facebook Inc. has sold a 1.6 percent stake to Microsoft Corp. for $240 million, spurning a competing offer from online search leader Google Inc.
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OSLO/NEW YORK  - Microsoft Corp made a $1.2 billion offer to buy Norwegian Web search software company Fast Search & Transfer in a deal that would help the world's largest software maker expand into the market for business-oriented search.
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No. 1 software maker Microsoft Corp.   on Thursday awarded restricted stock worth $951  million, based on its current share price, as performance  bonuses to some 900 executives and managers.
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Microsoft Corp has offered to buy Norwegian Internet-search software firm Fast Search & Transfer for 19 crowns per share, valuing the company at about $1.2 billion, the companies said on Tuesday.
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Microsoft will offer up to $600 per server (up to a maximum of $15,000) to companies who agree to switch from Novell to Windows servers, it has been revealed.
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International Business Machines Corp.  IBM.N has put its personal computing business up for sale in  a deal that could be worth as much as $2 billion, the New York  Times reported on Friday.
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SEATTLE -- Microsoft on Monday took another big step toward putting most of its legal challenges in the rearview mirror. The world&#39;s largest software maker said it will pay rival software maker Novell a $536