Microsoft readies Yahoo proxy battle
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Microsoft Corp. is getting ready to take its bid for Yahoo right to the Web portal's shareholders, even as analysts wait for a higher offer.
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Microsoft has extended its partnership with Yahoo to deliver sponsored search results on its US and international MSN sites, despite the software maker&#39;s recent declarations that it intends to be a major force in the search market.
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Google has made its first official comments on&#160;Microsoft&#39;s proposed acquisition of Yahoo&#160;saying that the deal raises &quot;troubling questions&quot; and that the underlying principles of the Internet stand to be tested by the proposed deal.The statement refers several times to Microsoft&#39;s past regulatory transgressions and indicates that Google could be preparing to fight the deal -- if it is accepted by Yahoo -- by pushing regulators to disallow it.&quot;Could Microsoft now attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC?,&quot; asked David Drummond, senior vice president of corporate development and chief legal officer at Google in a statement posted on the corporate blog on Sunday.Drummond also asks if an acquisition could allow Microsoft to &quot;extend unfair practices from browsers and operating systems to the Internet?&quot; and to &quot; take advantage of a PC software monopoly to unfairly limit the ability of consumers to freely access competitors&#39; email, IM, and web-based services?&quot;A report late Sunday in the online edition of The Wall Street Journal said Google CEO Eric Schmidt called Yahoo CEO Jerry Yang on Friday to offer help to the rival in thwarting the bid. The newspaper, which quoted people familiar with the matter, didn&#39;t provide details of the telephone call.Google has something to fear from a combined Microsoft and Yahoo. The proposed deal, which was announced on Friday and has Microsoft offering $44.6 billion for Yahoo, would combine the number two and three search engines. The two companies are also leaders in the areas of Web mail and instant messaging so a merger would provide stronger competition for Google in those areas.But Google has a massive lead in search and the deal wouldn&#39;t necessarily lead to an improvement in search results, so Microsoft and Yahoo would still face a challenge to surpass Google&#39;s current dominance in this part of the market.The Google statement got a quick response from Microsoft, which said a combination of the two companies would benefit Internet users by establishing a stronger number two competitor to Google.&quot;The alternative scenarios only lead to less competition on the Internet,&quot; said Microsoft&#39;s top-lawyer, General Counsel Brad Smith, in a statement.&quot;Microsoft is committed to openness, innovation, and the protection of privacy on the Internet. We believe that the combination of Microsoft and Yahoo! will advance these goals,&quot; Smith said.A merged company would still only account for about 30 percent of the search queries run in the U.S. and about 10 percent in Europe, he said.
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The US Congress Judiciary Committee will hold a hearing next week to scrutinize Microsoft's multi-billion-dollar bid to acquire Yahoo in order to take on Internet goliath Google.
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Several Internet companies, including Microsoft and eBay, are working on new ways to keep spammers from infiltrating their sites.
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Yahoo Inc's board of directors is to  meet on Friday to discuss Microsoft Corp's $44.6 billion buyout  offer, the TechCrunch blog said, citing unnamed sources.
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Yahoo is ready to engage in combat with rival Google by offering a new desktop search tool to help people find information on their computer hard drives.
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Jerry Yang faces enormous pressure as he decides whether to try to rescue the company from Microsoft, or accept the bid and watch Yahoo become part of Microsoftâs arsenal in its no-holds-barred brawl with Google.
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Yahoo is preparing to stake its claim to a key part of the burgeoning search engine business with a desktop search tool that makes it easier to find information on the hard drives of personal computers.
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Microsoft plans to intensify its pursuit of Yahoo this week when it authorizes a proxy fight to oust Yahoo&#39;s board, meaning the 19-day old acquisition attempt will soon turn a darker shade of ugly, according to The New York Times.The proxy fight will cost Microsoft between $20 million and $30 million, much less than having to significantly up its offer for Yahoo, The Times reported Tuesday morning, quoting anonymous sources.The aggressive move would be consistent with Microsoft&#39;s statements hinting that it&#39;s willing to acquire Yahoo via hostile means if necessary.&#160;Yahoo&#39;s board rejected unanimously Microsoft&#39;s offer, calling it too low.Yahoo declined to comment about The Times&#39; article. Microsoft didn&#39;t immediately reply to requests for comment.On Feb. 1, Microsoft offered to pay $31 per share for half of Yahoo&#39;s outstanding shares in cash -- about $22.3 billion -- and 0.9509 of a Microsoft share for the other half. Microsoft&#39;s half-cash/half-stock offer to Yahoo was valued at about $44.6 billion at the time it was made; Yahoo&#39;s share price was $19.18 at the time.However, the bid&#39;s value has dropped to about $41 billion as the price of Microsoft&#39;s stock has fallen from $32.60 at the time the offer was made. It was trading at $28.77 on Tuesday morning. At the same time, Yahoo&#39;s stock has surged, erasing the bid&#39;s original premium. It was trading at $29.32 on Tuesday morning.In the proxy fight, Microsoft would hire a proxy solicitor to urge Yahoo investors to kick out board directors, The Times reported, adding that all Yahoo directors are up for nomination this year.After investing heavily in recent years in its Internet business and failing to achieve its desired goals, Microsoft is now convinced that it must acquire Yahoo in order to compete against common rival Google, especially in search advertising, the largest online advertising market pie, and one that Google dominates.As of the end of 2007&#39;s third quarter, Google had almost 25 percent of the U.S. Internet advertising market, up from almost 21 percent in 2006&#39;s third quarter, according to IDC. Meanwhile, Yahoo&#39;s share during this period dropped to 11.3 percent from 12.3 percent, while Microsoft&#39;s declined to 5.2 percent from 5.8 percent, according to IDC.In search usage, Google held a commanding 62.4 percent of queries worldwide, followed by Yahoo in a very distant second place with 12.8 percent, according to comScore. Microsoft ranked fourth with 2.9 percent, after Baidu (5.2 percent).Unquestionably, Yahoo would be a major win for Microsoft in the display ad market. In November, Yahoo ranked first in the U.S. in display ad impressions with a 19 percent share, while Microsoft came in third with 6.7 percent, after News Corp.&#39;s Fox Interactive (16.3 percent), according to comScore. Google took seventh place with 1 percent.However, skeptics question whether acquiring Yahoo will yield the expected benefits, considering the complexity of integrating the two businesses, cultures and technology platforms and the fact that Yahoo has had severe internal problems that have stumped its most seasoned executives. In addition, some aren&#39;t sure that a unified Microsoft/Yahoo will have a better chance to compete against Google.Yahoo co-founder and CEO Jerry Yang, who is also on the board of directors, has been urgently looking for and considering alternatives to a Microsoft acquisition soon after Ballmer and company made their bid.Reports -- all attributed to anonymous sources in various media outlets -- have emerged in the past two weeks that Yang has held conversations with Google, AOL and News Corp., exploring various deals that would allow him to reject Microsoft&#39;s offer.The key is that the shareholder value created by a competing deal would have to at least match the value of Microsoft&#39;s deal. Otherwise, Yahoo would make itself liable to shareholder lawsuits that alleged the board had failed to perform its fiduciary duty.So far, as experts have analyzed the potential value to Yahoo of outsourcing its search advertising to Google, merging with AOL or selling a 20 percent stake to News Corp. in exchange for MySpace, the consensus has been that none of those scenarios comes close to matching Microsoft&#39;s offer.
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Yahoo Inc's  board of  directors is to meet on Friday to discuss Microsoft Corp's   $44.6 billion buyout offer, the TechCrunch blog said,  citing unnamed sources.
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Business software units of Yahoo  Inc and Google Inc are introducing beefed-up versions of their  Web-based software that compete with Microsoft Outlook,  offering yet another clue why Microsoft Corp made a $45 billion  unsolicited bid for Yahoo.
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After years of licensing search technology from Yahoo and seeing its Web search market share slowly but steadily decline, Microsoft has finally developed its own search engine and is expected to unveil it later this week.
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Yahoo said yesterday that it would offer severance packages to employees affected by any change in control of the company as analysts predicted that Microsoft would wage a proxy battle rather than increase the value of its takeover bid.
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Microsoft will wage a proxy fight to oust Yahooâs directors, people briefed on the matter told DealBook.
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Though a number of hurdles remain, Microsoft's plans to buy Yahoo are likely to pass regulatory review, analysts said today.
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Ziff Davis - Feeling the pressure from rival browsers such as the open-source Firefox, Microsoft holds a secret Webcast with its closest partners to brainstorm on ways to improve Internet Explorer.