All Things Digital

If this Yahoo-Microsoft deal debacle becomes any more ludicrous, NBC will be able to use it as a plot line in the next season of “The Office.”

First Yahoo (YHOO) insiders claim that the company didn’t know Microsoft had raised its bid for the company to $33-per-share. And now Yahoo CEO Jerry Yang is telling anyone who will listen that Yahoo remains open to a deal with Microsoft. “If they have anything new to say, we would be open,” Yang told Reuters. “I am more than willing to listen. There are some that are disappointed that a deal was not reached and there are others that are probably pleased we didn’t do the deal at $33. The bottom line is we went in there to have honest and good-faith negotiations and they walked away. We didn’t walk away.”

Yang gave a similar story to the New York Times, again blaming Microsoft (MSFT) for the failed negotiations. “They chose to walk away after we put a price on the table, and they didn’t want to negotiate,” he said of Microsoft. “From my perspective, we were open all along to selling to Microsoft. We just feel Yahoo, either standalone or with Microsoft, is worth more than what they put on the table.”

Yang’s account, of course, conflicts with that of Microsoft and its CEO Steve Ballmer, who insist the software giant attempted to negotiate in good faith and Yahoo settled on a price of $37 a share and ultimately refused to budge.

Get this. Yahoo (YHOO) didn’t accept Microsoft’s (MSFT) offer of $33-per-share, because it didn’t know Microsoft had offered $33-per-share. This according to people close to Yahoo, who claim that Yahoo only learned Microsoft was willing to raise its bid in Microsoft CEO Steve Ballmer’s kiss-off letter to Yahoo CEO Jerry Yang. “We did not know what the offer was,” said one.

Meanwhile, another source close to Yahoo claims Microsoft has mischaracterized the negotiations between the two companies. “It is simply factually incorrect to make it seem as though we weren’t actively engaged in robust negotiations,” he told CNBC, stressing that Yahoo had embraced its fiduciary responsibilities, not shirked them as Microsoft would suggest. “Microsoft is lying,” he said. “How much communication do they want? They were upset because we wouldn’t accept a low-ball bid.”

But perhaps not as upset as Yahoo shareholders may be having just watched $14 billion evaporate into thin air because the company’s board suddenly claims not to have known what Microsoft’s offer was. You can almost hear the shareholder lawsuits being written. Said Stuart Grant, managing director at Grant & Eisenhofer, a law firm that specializes in bringing investor lawsuits: “I think it’s pretty hard for the Yahoo board to turn down $33 when they’ve shown no ability to turn around their stock price. There’s going to be breach-of-fiduciary-duty lawsuits, and I must tell you they are looking pretty good right now.”

“There’s a reason why we’re the only fortune 500 company with an exclamation point at the end of our name,” Yahoo CEO Jerry Yang said yesterday. “And now is the time to demonstrate what that exclamation point stands for.”

Today investors are doing just that. Sadly for Yang, it’s with criticisms and epithets, not calls to arms. Seems Yahoo (YHOO) investors’ view of what that exclamation point stands for post-Microsoft (MSFT) differ just a wee bit from Yang’s. What follows is a selection of reader comments on Yahoo CEO Jerry Yang’s “OK, So Now What?” blog post:

• Dear Mr. Yang, You had the opportunity to provide your shareholders and dying company with a somewhat respectable exit. A 70% premium sat in your lap and you had the ARROGANCE to ask for more.

• I don’t doubt that the pro-Microsoft crowd is celebrating right now. I’ll bet no one in Redmond wants to go through the pain of integrating with a company that has undergone an engineering talent-exodus and is becoming irrelevant in its core technologies. So as a Microsoft shareholder, thank you for acting in my best interests. Had you accepted Microsoft’s offer it would most certainly have crippled Ballmer and company.
• Hi Jerry, Nice job. … Now will you please buy my 500 shares at $31. I mean it’s a great deal for you since your stock is worth $37 as you say.
• How are you going to turn this aging hippy around? How about coming out and announcing Yahoo’s new strategy. You can start by appointing Sue Decker CEO.

There’s a reason why we’re the only Fortune 500 company with an exclamation point at the end of our name, and now is the time to demonstrate what that exclamation point stands for.”

–Yahoo CEO Jerry Yang

The market is finally having its say about the collapse of the Microsoft-Yahoo deal and its words are far from kind. Shares of Yahoo (YHOO) plunged some 21% in premarket trading this morning after Microsoft (MSFT) abandoned its takeover bid, wiping out about $8.7 billion of the company’s market value. Yahoo’s current premarket price is about 30% below Microsoft’s final offer of $33 a share, which the company deemed inadequate.

Meanwhile, investors are eyeing the market’s opening with a dark, albeit bemused, cynicism–as well as a little wish-it-were-so fancy. From the YHOO message boards this morning …

Fed Opens Yahoo Lending Facility

In response to recent events [the] Federal Reserve Board voted unanimously to authorize the Federal Reserve Bank of New York to create a Yahoo Lending Facility (YLF) to avoid significant stock market disruption and to support Yahoo Inc. shares. Yahoo Inc. and its authorized agents will be able to borrow from the facility to support stock price.

This facility will be available for business on Monday, May 5. It will be in place for at least six months and may be extended as conditions warrant. The interest rate charged on the credit will be the same as the primary credit rate, or discount rate, at the Federal Reserve Bank of New York.

In addition, Yahoo Inc. shareholders who are unable to sell their shares at or above Friday, May 2 closing price, will be able to swap Yahoo shares for the U.S. Treasuries at the set price of $29.70 per share.”

UPDATE:

A few moments after market open, Yahoo is down 17.2% to $23.79. Microsoft is up a little over 2% to $29.83.

So after months of negotiations and posturing, Microsoft (MSFT) has given up its efforts to buy Yahoo. And according to Yahoo CEO Jerry Yang, that’s good news.

Indeed, people close to Yahoo (YHOO) said that Yang and Co. greeted the withdrawal of Microsoft’s bid as a victory, with a celebratory exchange of high-fives. In a hopeful statement posted to the Yahoo blog in the wake of Microsoft CEO Steve Ballmer’s stink-bomb of a kiss-off letter, Yang looked toward the future with a beatific, albeit vacuous, grin stretched ear-to-ear.

… Has this experience changed us? Of course, it has. We’ve emerged a stronger, more focused company with an even greater sense of purpose. I’m so proud of how this company has come together, put the noise aside, and showed the world that we have the resolve and determination to thrive in challenging times.

… So, what’s next? With Microsoft’s withdrawal, we’ll be better able to focus our energy on growing our industry leadership and maximizing value for stockholders. We’ll continue to execute on our plan — making your Internet experience as personal, relevant, open and social as possible, serving advertisers so well they insist on working with us, and opening up Yahoo! in a way that developers dream of. And, we’ll also continue to pursue strategic opportunities that position us for long-term success.”

Yeah, good luck with that come tomorrow, Jerry. My guess is by market close, you’ll be “focusing your energy” on damage control for YHOO’s new 52-week low. Perhaps it’s time for another 100-day review of the company, seeing how ineffective that last one was. At this point, it seems the only so-called “sacred cow” you’re going to slaughter is your company’s share price …

Here’s the full text of Microsoft (MSFT) CEO Steve Ballmer’s letter to Yahoo (YHOO) CEO Jerry Yang.

Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Jerry:

After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo.

I first want to convey my personal thanks to you, your management team and Yahoo’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

I am disappointed that Yahoo has not moved toward accepting our offer. I first called you with our offer on Jan. 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62% premium at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to raise our offer to $33 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70% compared to the price at which your stock closed on Jan. 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.

Read more »

Microsoft’s walked. As first reported by BoomTown, Microsoft (MSFT), which had threatened to abandon its hostile bid for Yahoo (YHOO) a number of times over the past month, did just that on Saturday.

The company confirmed to BoomTown that merger talks with Yahoo, which began in earnest Friday, collapsed Saturday afternoon when they could not agree on a price. Sources tell BoomTown that Yahoo, which had been demanding $40 a share for a friendly deal, recently lowered that price to $37. To Microsoft, however, that price was just another of Yahoo’s “unrealistic expectations.” Unwilling to meet it, it held firm at $33. End result: no deal.

“We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners,” Ballmer said in a letter to Yang. “I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table. But clearly a deal is not to be.”

Ballmer also said that Microsoft has no plans to take Yahoo to the mat in a proxy fight. “Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders,” Ballmer stated. “This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo undesirable as an acquisition for Microsoft. … Your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo!.”

So … any bets on how long it will take Yahoo shares to hit a new 52-week low on Monday?

Microsoft CFO Chris Liddell said last week that “speed is of the essence” in completing a deal to buy Yahoo.

So why is it taking the company so damn long to respond to Yahoo’s latest stonewalling of its advances? Three days have passed since the expiration of Microsoft’s deadline for Yahoo to accept its buyout offer or face a possible tender offer and proxy battle. And we’ve heard not word one from Microsoft (MSFT), which had–up until Saturday–lobbed threats at Yahoo (YHOO) nearly as often as it issues security bulletins for Windows.

Well, that may soon change. People close to Microsoft tell CNBC that the software giant is girding itself for a proxy fight. And CNBC, noting a sudden upward trend in Yahoo’s share price today, speculates that Microsoft may launch its opposition slate of directors as soon as tomorrow.

Or it may not. A source with knowledge of the situation tell BoomTown that Microsoft may make good on its threat to scrap the deal. “I would not have said this yesterday,” the source said. “But I would not be surprised if they walked away rather than waged war.”

If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo board.”

–Microsoft CEO Steve Ballmer, April 5, 2008

Yahoo (YHOO) let Microsoft’s (MSFT) deadline for a response to its $40 billion-plus offer for the Sunnyvale, Calif., Internet company pass without a word Saturday. And according to people familiar with the situation, the companies haven’t traded words for several days.

So what now? Will Microsoft go hostile, take its case directly to Yahoo’s shareholders and drag the company kicking and screaming into acquisition talks? Will it raise its offer to bring Yahoo to the negotiating table? Or will it sheathe its still rattling saber and walk away, turning its attentions to other “organic and inorganic” strategies, leaving Yahoo to the mercy of a spiteful market undoubtedly livid over the company’s handling of an offer that initially put a 62% premium on Yahoo shares?

The first option’s an unpleasant one for all involved. A messy proxy fight. Employee attrition. Litigation, perhaps. The second option’s perhaps too humbling for Microsoft, which has said over and over again that its offer is a fair one. And the third? Well, you’d think at this point that it’d be pretty satisfying for Microsoft to withdraw its bid and send Yahoo’s shares spiraling off into the murky depths. Aha! Not so “undervalued” now, are we? Mm-hmm. And if Yahoo’s stock were to tank, Microsoft could conceivably double back with a second offer–perhaps even a slightly lower one–that might be a bit more warmly received than its original bid. There’s more than one way to an amicable transaction, yeah?

Motorola added another dancer to its conga line of disappointing quarters today, posting an ugly first-quarter loss. The ongoing collapse of its post-Razr phone business continued to weigh heavily on the company, which lost $194 million in the quarter ended March 31. That’s significantly worse than its year-ago loss of $181 million. Sales fell about 21% to $7.45 billion, from $9.43 billion a year ago. Mobile-devices losses were $418 million on sales of $3.3 billion, down 39% from the year-earlier quarter.

Suffice to say, the gruesome performance fell short of Wall Street expectations. Motorola (MOT) shares slipped into the mud following the news. They’re trading around $9 right now, down some 4%.

Not to worry, though, says CEO Greg Brown. Motorola, which plans to shed its money-losing handset division in 2009, is well positioned for recovery. “Motorola is still a huge business and an iconic company,” he told USA Today. “I see a vibrant, very successful mobile-device business with a fresh portfolio that is aggressive and competing effectively [in the global market]. These elements, I think, will allow it to compete ferociously in the future.”