Alibaba has say in Yahoo, Microsoft talks: source
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Alibaba Group, the Chinese Internet firm, will seek a stronger voice for its management team in Microsoft's talks to acquire Yahoo, Alibaba's largest shareholder, a source said on Monday.
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Yahoo Inc  is set to reject  Microsoft Corp's  unsolicited bid, now worth $42  billion, as too low, a source familiar with the situation told  Reuters on Saturday -- the first clear signal the board might  be prepared to negotiate and sell the Internet media giant.
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Microsoft said&#160;its $44.6 billion offer to purchase Yahoo&#160;is &quot;fair&quot; and hinted that it may pursue a hostile takeover of the Internet company, according to a statement Microsoft made Monday in response to&#160;Yahoo&#39;s formal rejection of its buyout offer.In a statement, Microsoft said it&#39;s &quot;unfortunate&quot; that Yahoo &quot;has not embraced&quot; its proposal to combine the two companies, and the rejection of the offer &quot;does not change our belief in the strategic and financial merits of our proposal.&quot;The company also hinted that it may take the offer directly to Yahoo&#39;s shareholders, a move that could result in a hostile takeover.&quot;As we have said previously, 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,&quot; Microsoft said in its statement.Earlier Monday, Yahoo formally rejected Microsoft&#39;s bid to acquire the company in a half-stock/half-cash purchase, saying it undervalued Yahoo.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, since then Microsoft&#39;s stock has gone down while Yahoo&#39;s has risen, making the deal, under its current terms, worth less than when it was originally offered. This led to speculation that Yahoo might look for other suitors; the company is reportedly looking for about $40 per share. Yahoo&#39;s share price closed at $29.87 Monday; Microsoft&#39;s closed at $28.21.Some have speculated that Microsoft would raise its offer to the company to about $35 per share -- about midway between its original offer and Yahoo&#39;s target price -- but in its statement on Monday, the company seemed adamant about keeping the offer as it stands.&quot;We are offering shareholders superior value and the opportunity to participate in the upside of the combined company,&quot; Microsoft said. &quot;Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.&quot;Microsoft&#39;s offer to purchase Yahoo is an attempt to join forces and improve both companies&#39; positions against Google in online advertising and services. However, many questioned both the logistical complexity and cultural differences involved in combining the companies, and there are fears that it will thwart rather than help their efforts to compete with Google.Yahoo is reportedly in talks with both AOL and Google to try to avoid being acquired by Microsoft. Analysts said Monday that Yahoo&#39;s initial rejection of the offer is more of an attempt to elicit a higher bid -- either from Microsoft or another company. If none comes, the company might decide in the future to accept Microsoft&#39;s offer as it stands, they said.
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Alibaba.com Ltd., one of China's fastest-growing technology companies, reached its goal of raising $1.5 billion in its initial public offering Saturday, people close to the deal said.
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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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Chinese e-commerce company Alibaba.com is making final preparations for an initial public offering of shares on the Hong Kong stock exchange, set for Nov. 6. But most of the proceeds will go to existing shareholders rather than into the company&#39;s coffers to fund future acquisitions and other plans.Alibaba&#39;s prospectus said the listing price would be set within a range between HK$12 (US$1.55) to HK$13.50 per share. While the final pricing has not yet been announced, Dow Jones Newswires reported that the listing price had been set at the very top of that range.Nearly 859 million shares -- accounting for 17 percent of Alibaba&#39;s shares -- will be offered during the IPO, including 227 million shares owned by the company. The balance of the shares on offer are held by existing shareholders.&#160;The IPO&#160;attracted US$150 billion in orders from institutional investors and HK$453 billion in orders from individuals, making it &quot;the biggest offering in Hong Kong&#39;s IPO history,&quot; according to the Dow Jones report.Out of the HK$11.6 billion expected to be raised during the IPO about HK$3 billion (US$387 million) will go to Alibaba, which plans to use most of the money for acquisitions and to develop new technologies.Alibaba is one of China&#39;s oldest and most successful Internet companies, running a business-to-business trading portal under the Alibaba.com name, an online payment service, and China&#39;s most popular auction site, called Taobao.com. But while other Chinese Internet companies cashed in on investor enthusiasm for Internet stocks and China&#39;s growing market with listings in Hong Kong and New York, Alibaba -- which generated 73 percent of its revenue from outside China during the first half of 2007 -- remained privately held.A 2005 deal with Yahoo took some pressure off Alibaba to go public.&#160;Yahoo invested US$1 billion in Alibaba&#160;in return for a 40 percent stake in the company, and transferred control of its Chinese operations to Alibaba. Approximately $750 million of the proceeds from that deal went to shareholders, allowing early investors in the company to take a return on their investments.Yahoo&#39;s investment in Alibaba will likely increase, with the company expected to invest a further US$100 million through the IPO.&#160;
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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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Yahoo chief executive Jerry Yang sent a message to employees on Wednesday, assuring them the firm's leaders are exploring ways to avoid a takeover by software giant Microsoft.
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Yahoo Inc's  board met by  telephone on Friday and discussed strategy for getting  Microsoft Corp  to raise its $42 billion offer for the  company and the possibility of hiring Google Inc to run Yahoo's  search, the Wall Street Journal said.
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According to a story by The Wall Street Journal, Yahoo's board plans to send a letter to Microsoft on Monday saying that the software vendor's $44.6 billion merger offer "massively undervalues" the online services company.
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China&#39;s biggest computer maker said Tuesday it is in acquisition talks with a major international technology company, a disclosure which follows reports it might buy IBM Corp.
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Yahoo Inc insiders are mulling ties to rival Google Inc as a possible defense to rebuff Microsoft Corp's takeover bid, a person familiar with Yahoo management's thinking said on Sunday.
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Yahoo Inc. is set to reject Microsoft Corp.'s offer, initially worth $44.6 billion, as undervaluing the business, a source familiar with the situation said on Saturday.
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Microsoft is not privately haggling with Yahoo over the software maker's rejected $31-per-share buyout offer for the slumping Internet pioneer, Bill Gates said in an interview.
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China&#39;s largest personal computer maker, Lenovo Group Ltd., said on Tuesday it was in acquisition talks with a major technology company, which a source familiar with the situation said was IBM.
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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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Yahoo has not reached a decision about Microsoft's acquisition offer, CEO Jerry Yang told employees in an e-mail today.