Yahoo protects employees in case of Microsoft takeover
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Yahoo has introduced two new severance plans that will protect its employees if&#160;Microsoft&#39;s unsolicited takeover bid&#160;is successful, it said in filings with the U.S. Securities and Exchange Commission (SEC) on Tuesday.
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Microsoft is looking to launch a proxy fight as part of its effort to acquire Yahoo, according to the The New York Times. The battle could cost Microsoft an additional $20 million to $30 million.
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Microsoft executives said very little on Friday about the undeniable challenges of integrating the company&#39;s Internet division with Yahoo, largely avoiding the proverbial elephant in the room that could delay or, in some cases, eliminate benefits of the deal.At the heart of the acquisition is Microsoft&#39;s goal of giving its online advertising and online services business a major boost, ending years of business and technology defeats at the hands of common rival Google.Microsoft wants to make sure that as online ad spending doubles to about $80 billion in the next three years, it will be in a much better position to grab a larger piece of the market, specifically in sponsored search, which is the biggest online ad segment and where Google dominates.As CEO Steve Ballmer, President of Platforms &amp; Services Division Kevin Johnson and Chief Software Architect Ray Ozzie said repeatedly during Friday&#39;s news conference, Microsoft wants to swallow Yahoo to accelerate its pace in online advertising. With Yahoo&#39;s online services, engineers, and ad platforms, Microsoft hopes to become a stronger competitor to Google than it is today.That all sounds fine in theory, but Ballmer and his colleagues said little about the energy and know-how they will need to make this proposed $44.6 billion acquisition work, considering that the companies have a significant overlap in online services, markedly different cultures, and an abundance of inflated professional egos at every level.Not to mention that Yahoo these days is far from functioning as a well-oiled machine. Yahoo has been in significant turmoil for more than a year. Seasoned executives who are experts on its business have struggled and largely failed to restore the company&#39;s technical edge and business focus. That&#39;s a mess that Microsoft will inherit and will have to solve in order for the deal to work its expected magic.In short, Microsoft must make sure that, in its quest for scale and speed, it doesn&#39;t end up getting stuck, its wheels spinning, trying to mesh Yahoo with MSN, while Google speeds further ahead. It&#39;s clear that to take advantage of the online ad growth, companies will need to innovate and change quickly, and not be sidetracked by acquisition distractions.Among the many emerging opportunities in online advertising are: the mobile sector, which is expected to go from almost nonexistent to vibrant in the coming years; social Web properties, such as social networks, blogs and social news sites, which haven&#39;t been monetized properly and hold great promise; and video, both in the form of video ads and ads in videos.There were indications during Friday&#39;s news conference that Microsoft may not have taken the time to fully assess the magnitude of the integration complications. Despite Ballmer&#39;s assurances that he personally has thought &quot;long and hard&quot; about the Yahoo acquisition, there is evidently a level of urgency about the move, or else the deal wouldn&#39;t have been an unsolicited offer, as Yahoo has portrayed it.If, as Ballmer indicated, the companies have been in on-and-off talks for about 18 months about a possible acquisition, it&#39;s fair to ask -- as a financial analyst did -- why they couldn&#39;t sit down privately and present, jointly, a more cooked deal. Basically, Ballmer admitted that Google keeps expanding its empire and time is of the essence.&quot;Any large integration process has risks associated with it. We&#39;ve all thought about it. We could have hired [more] engineers, but at the same time the market continues to grow and the leader continues to consolidate positions and there&#39;s nothing quite like putting together two larger sophisticated R&amp;D organizations,&quot; Ballmer said.Along with the inherent opportunity to sell more ads, Nick Patience, managing analyst at The 451 Group, also sees a &quot;potential integration headache&quot; with having to integrate Microsoft&#39;s ad platforms -- AdCenter and aQuantive -- with Yahoo&#39;s. Patience is also skeptical about the possibility of merging search indexes, and believes that the search engines will most likely have to continue to operate independently. Overall, the integration work would represent for Microsoft &quot;a step into the unknown,&quot; particularly since this would be by far the largest acquisition in Microsoft&#39;s history, Patience said.Gartner analyst Allen Weiner also sees potential integration challenges, particularly because he doesn&#39;t think either organization has a powerful leader who can take the reins of the combined entity and lead it into the future. &quot;They need someone like a Steve Jobs or a Bill Gates who has the charisma, vision, technical knowledge, and consumer knowledge to lead,&quot; Weiner said.On paper the acquisition has interesting potential, but it will all come down to how the integration is carried out, Weiner said. &quot;It&#39;s all about the execution,&quot; he said. &quot;The devil is in the details.&quot;Despite numerous acquisitions over the past few years in advertising and Web 2.0 technologies, Yahoo has struggled to jump-start its business, said JupiterResearch analyst Michael Gartenberg. &quot;At the end of the day, it hasn&#39;t all worked out for them,&quot; he said.While Microsoft executives are stressing that a deal with Yahoo would give it the scale to compete with Google, wrapping the two companies&#39; diverse technologies together won&#39;t be simple, Gartenberg said. &quot;In order to get to that scale, you&#39;ve got to be able to fit all those pieces and parts together,&quot; he said.Despite the integration concerns, Microsoft has good processes in place for managing acquisitions of large companies, said Gartner analyst Mike McGuire. However, it will be key for Microsoft to quickly put a senior management team in place as Google will continue to propel ahead as Microsoft sorts out the details. &quot;They are going to have to start showing some traction, or at least a really solid vision for how they will combine the companies ... early on,&quot; McGuire said.Matt Booth, a Kelsey Group analyst, thinks that the integration challenges will be major but predicts that Microsoft will work through them methodically, starting on the back end and linking services in a way that, as much as possible, is transparent to end-users, be they advertisers, publishers, or consumers. For services that are just too difficult to integrate, they will likely be kept separate. The last thing Microsoft wants to do is drive users away, Booth said.In a research note, Citigroup financial analyst Mark Mahaney said he is skeptical that a combined Microsoft-Yahoo would improve its search products enough to affect Google&#39;s position, since they both have been losing search market share and, in his opinion, seeing a decrease in their search innovation.&quot;Given what would surely be immense integration challenges, it&#8217;s hard for us to see how a Microsoft-Yahoo combination would create a greater technology competitor to Google at least for the foreseeable future,&quot; he wrote.&quot;We could see a scenario by which Google would actually gain more market share due to industry uncertainty over the integration of the deal,&quot; Mahaney added.
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Yahoo! must consider the Microsoft deal on the table.
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Yahoo Inc. hopes media conglomerate News Corp. can rescue it from a Microsoft Corp. takeover Â or at least prove the slumping Internet pioneer is worth more money than its unsolicited suitor wants to pay.
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Yahoo's fiercest competitor, Google, has raised concerns about the possibility of Microsoft's takeover. Google's motives, of course, are hardly pure.
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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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SAN FRANCISCO/NEW YORK  - Yahoo Inc would consider a business alliance with Google Inc as one way to rebuff a $44.6 billion takeover proposal by Microsoft, a source familiar with Yahoo's strategy said on Sunday.
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Microsoft Corp  will authorize  a proxy battle for Yahoo Inc  this week to convince the  Web company's shareholders to agree on a takeover deal that the  Yahoo board so far has rejected, the New York Times' DealBook  blog said on Tuesday.
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Microsoft Corp on Friday said it had offered to acquire Yahoo Inc in a proposed cash and stock deal valued at $44.6 billion.
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Privacy groups are promising a fight before U.S. regulatory agencies if&#160;Microsoft&#39;s offer to buy Yahoo&#160;for $44.6 billion is accepted, and the deal could face significant hurdles in Europe as well.Microsoft announced that it&#160;sent an offer to Yahoo&#39;s board of directors&#160;on Thursday, going public with the news Friday morning. Immediately, the executive directors of the Center for Digital Democracy (CDD) and the Electronic Privacy Information Center (EPIC) said the acquisition would raise serious privacy concerns.CDD will press the U.S. Department of Justice, the Federal Trade Commission and Congress to &quot;scrutinize this deal and impose the needed safeguards for it -- and the industry,&quot; said Jeffrey Chester, CDD&#39;s executive director. CDD and EPIC tried to stop Google&#39;s proposed acquisition of online ad service DoubleClick on privacy grounds before the FTC last year, but the FTC approved the deal in December.The Microsoft-Yahoo deal, if consummated, would &quot;create a powerful interactive Internet duopoly in online media,&quot; Chester said. &quot;Google and Microsoft will have inordinate power to shape the online communications marketplace, including journalism, entertainment and advertising. There are consequences to democratic societies everywhere, as two digital gatekeepers are likely to control how the Internet and other interactive media evolve.&quot;The proposed deal also underscores a need for new laws or regulations that protect consumer data, Chester added. &quot;In an era when individuals are increasingly conducting their personal, social and political lives online, the corporations that control the digital experience will have a far-reaching influence over every aspect of society,&quot; he said. &quot;Consumers will be more vulnerable to having their personal information become the property of the GoogleClick&#39;s and Microhoo&#39;s.&quot;But the DOJ and FTC may have little grounds to oppose a Microsoft/Yahoo merger, said Professor Keith Hylton, who specializes in antitrust issues at the Boston University law school. While Microsoft and Yahoo compete in some areas, Microsoft could argue this a &quot;vertical&quot; merger that largely expands its online services, but largely doesn&#39;t eliminate competition, he said.&quot;I think Microsoft is trying to ramp up in the online services/online ad revenue business,&quot; Hylton said. &quot;Microsoft is a small player in that area, and Google is a big player. This is a merger of two firms trying to compete against a big monster out there -- Google.&quot;But the deal could face more hurdles in Europe. If the deal allows Microsoft to take components of Windows online, and &quot;in the process increases Microsoft&#39;s dominance of the market for PC operating systems,&quot; then the European Commission would have to prohibit the deal, said an antitrust lawyer in Europe who asked not to be identified.European Union merger rules prohibit dominant companies from increasing their dominance, the lawyer said.The combined company would likely have sell off an instant-messaging service, added a European Commission official familiar with the competition department. &quot;I can&#39;t see how Microsoft/Yahoo would be allowed to keep both instant-messaging services,&quot; said the official, who also asked not to be identified.Microsoft campaigned for federal regulators to block the Google-DoubleClick deal, partly on antitrust grounds. But Google argued the acquisition would join two companies operating in different online markets.This week, Judge Colleen Kollar-Kotelly of the U.S. District Court for the District of Columbia extended antitrust scrutiny of Microsoft for two years. But the U.S. government&#39;s antitrust case against Microsoft was based on its desktop and server operating systems, not online services. If anything, the old antitrust case could help Microsoft make the case for approval of its acquisition of Yahoo, Hylton said.&quot;I assume Microsoft people can say, &#39;Look, we&#39;re already under a microscope, doesn&#39;t this suggest we&#39;re less likely to do anticompetitive things?&#39;&quot; Hylton said.But a consolidating online market means users will have their data held by a small number of companies, said Professor Joseph Turow, at University of Pennsylvania school of communication.&quot;Microsoft&#39;s decision to buy Yahoo is a direct result of the decision by the FTC to allow Google to purchase DoubleClick,&quot; he said. &quot;It is further evidence that despite the appearance of unlimited choice in the new media environment, people&#39;s activities will be tracked and shaped by a very small number of companies who care far more about surveillance and targeted advertising than the public interest.&quot;The public needs to demand privacy scrutiny in the proposed deal, he said. &quot;The federal government, which should have been the guardian of the public interest, has dropped the ball.&quot;(Additional reporting by Paul Meller in Brussels.)
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Microsoft hires a law firm that specialises in proxy battles in a move that suggests it could try to oust the Yahoo board.
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Microsoft Corp will authorize a  proxy battle for Yahoo Inc this week to convince the Web  company's shareholders to agree on a takeover deal that the  Yahoo board so far has rejected, the New York Times' Dealbook  blog said on Tuesday.
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In a statement late Monday afternoon, Microsoft responded to Yahoo's rejection of its initial takeover bid as many believed it would, and as the company itself indicated it probably might do: It will take its case directly to Yahoo shareholders.
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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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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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Microsoft Corp will authorize a proxy  battle for Yahoo Inc this week to convince the Web company's  shareholders to agree on a takeover deal that the Yahoo board  so far has rejected, the New York Times' DealBook blog said on  Tuesday.