RKMBs Forums .::Important::. Fortress of Awesome Chat Microsoft makes Yahoo its whore

Yahoo management is considering revisiting talks it held with Google several months ago on an alliance as an alternative to Microsoft's bid, that source said. At $31 a share, Yahoo believes the bid undervalues the company, two sources said.

A second source close to Yahoo said it had received a procession of preliminary contacts by media, technology, telephone and financial companies. But the source said they were unaware whether any alternative bid was in the offing.

In a memo to Yahoo employees on Friday, which was obtained by Reuters on Sunday, Yahoo leaders wrote: "We want to emphasize that absolutely no decisions have been made -- and, despite what some people have tried to suggest, there's certainly no integration process underway."

Few natural bidders exist besides Google that could engage in a bidding war, and Google would be unlikely to win approval from antitrust regulators, some Wall Street analysts said on Friday.

The Wall Street Journal reported on its Web site on Sunday that Google's chief executive Eric Schmidt called Yahoo's chief executive Jerry Yang to offer his company's help in any effort to thwart Microsoft's bid.

Spokesmen for Yahoo and Google declined comment. Google was not immediately available for comment on the WSJ story.

Yahoo's efforts to find an alternative bidder could simply be a measure to pressure Microsoft to boost its bid, which valued Yahoo at $44.6 billion when first announced on Friday.

Sanford C. Bernstein analyst Jeffrey Lindsay wrote in a research note that "the Microsoft bid of $31 is very astute" because it puts pressure on Yahoo management to take actions that could unlock the underlying value of Yahoo assets, which he estimates are worth upward of $39-$45 a share.

The bid gave a boost to markets in Asia when they opened on Monday. Shares in Softbank Corp (9984.T) soared as much as 16 percent and Yahoo Japan (4689.T) was untraded due to a flood of buy orders on Monday, on hopes a potential deal between Microsoft and Yahoo would boost the Japanese firms' competitiveness. Softbank holds a 3.9 percent stake in Yahoo Inc in terms of voting rights.

The benchmark Nikkei average (.N225) ended the morning up 2.4 percent while indexes in Shanghai, Hong Kong, South Korea, Taiwan and Singapore also gained.

COMPETITION CONCERNS

Separately, Google fired back on Sunday at Microsoft Corp's bid to acquire Yahoo, accusing Microsoft of seeking to extend its computer software monopoly deeper into the Internet realm.

David Drummond, a Google chief legal officer, said in a blog post that the combination of Microsoft and Yahoo could undermine competition on the Web and called on policy makers to challenge the combination.

Microsoft responded to Google's arguments by saying that a merger with Yahoo would create a "compelling number two competitor for Internet search and online advertising" to market leader Google.

"The alternative scenarios only lead to less competition on the Internet," Microsoft General Counsel Brad Smith said in a statement.

Drummond argued that Microsoft's power stems from decades- old monopolies in Windows -- the software operating system used to control most personal computers -- and Internet Explorer, which is the dominant browser consumers used to view the Web.

Microsoft's proposed merger with Yahoo would combine the No. 1 and No. 2 suppliers of Web-based e-mail, instant messaging (IM) and portals, which act as starting points for hundreds of millions of users seeking information on the Web.

"Could a combination of the two take advantage of a PC software monopoly to unfairly limit the ability of consumers to freely access competitors' email, IM, and Web-based services?" Drummond said in a blog at http://googleblog.blogspot.com/.

In making its case for the deal during a conference call on Friday, Microsoft executives said Google -- not Microsoft -- was the one company antitrust regulators were likely to bar from buying Yahoo, based on Google's dominance in Web search.

Microsoft executives cited industry data showing Google has a 75 percent share of worldwide Web search revenue. Collectively, Yahoo and Microsoft attract around 20 percent of Web searches, Internet measurement firms show.

"Today, Google is the dominant search engine and advertising company on the Web," Smith said in replying to Google on Sunday. "Google has amassed about 75 percent of paid search revenues worldwide and its share continues to grow."

A person familiar with Google's thinking said the company believes Microsoft is using the same playbook it did in the 1990s to switch Windows users away from Web browser pioneer Netscape Communications to its own Internet Explorer.

"It is the same old story," the source said.

Yahoo Inc.'s board will reject Microsoft Corp.'s $44.6 billion takeover bid after concluding the unsolicited offer undervalues the slumping Internet pioneer, a person familiar with the situation said Saturday.

The decision could provoke a showdown between two of the world's most prominent technology companies with Internet search leader Google Inc. looming in the background. Leery of Microsoft expanding its turf on the Internet, Google already has offered to help Yahoo avert a takeover and urged antitrust regulators to take a hard look at the proposed deal.

If the world's largest software maker wants Yahoo badly enough, Microsoft could try to override Yahoo's board by taking its offer — originally valued at $31 per share — directly to the shareholders. Pursuing that risky route probably will require Microsoft to attempt to oust Yahoo's current 10-member board.

Alternatively, Microsoft could sweeten its bid. Many analysts believe Microsoft is prepared to offer as much as $35 per share for Yahoo, which still boasts one of the Internet's largest audiences and most powerful advertising vehicles despite a prolonged slump that has hammered its stock.

Yahoo's board reached the decision after exploring a wide variety of alternatives during the past week, according to the person who spoke to The Associated Press. The person didn't want to be identified because the reasons for Yahoo's rebuff won't be officially spelled out until Monday morning.

Microsoft and Yahoo declined to comment Saturday on the decision, first reported by The Wall Street Journal on its Web site.

Yahoo's board concluded Microsoft's offer is inadequate even though the company couldn't find any other potential bidders willing to offer a higher price.

Without other suitors on the horizon, Yahoo has had little choice but to turn a cold shoulder toward Microsoft if the board hopes to fulfill its responsibility to fetch the highest price possible for the company, said technology investment banker Ken Marlin.

"You would expect Yahoo's board to reject Microsoft at first," Marlin said. "If they didn't, they would be accused of malfeasance."

But by spurning Microsoft, Yahoo risks further alienating shareholders already upset about management missteps that have led to five consecutive quarters of declining profits.

The downturn caused Yahoo's stock price to plummet by more than 40 percent, erasing about $20 billion in shareholder wealth, in the three months leading up to Microsoft's bid.

Seizing on an opportunity to expand its clout on the Internet, Microsoft dangled a takeover offer that was 62 percent above Yahoo's stock price of just $19.18 when the bid was announced Feb. 1. Yahoo shares ended the past week at $29.20.

Led by company co-founder and board member Jerry Yang, Yahoo now will be under intense pressure to lay out a strategy that will prevent its stock price from collapsing again. What's more, Yang and the rest of the management team must convince Wall Street that they can boost Yahoo's market value beyond Microsoft's offer.

Yahoo's shares traded at $31 as recently as November, but have eroded steadily amid concerns about the slowing economy and frustration with the slow pace of a turnaround that Yang promised last June when he replaced former movie studio mogul Terry Semel as Yahoo's chief executive officer.

This isn't the first time that Yahoo has spurned Microsoft. The Redmond, Wash.-based company offered $40 per share to buy Yahoo a year ago only to be shooed away by Semel, according to a person familiar with the matter. The person didn't want to be identified because that bid was never made public.

Yahoo now may want that Microsoft to raise its price to at least $40 per share again. That would force Microsoft to raise its current offer by about $12 billion — a high price that might alarm its own shareholders.

Microsoft's stock price already has slid 12 percent since the company announced its Yahoo bid, reflecting concerns about the deal bogging down amid potential management distractions, sagging employee morale and other headaches that frequently arise when two big companies are combined.

Although it isn't involved directly in the deal, Google is the main reason Yahoo is being pursued by Microsoft.

Yahoo has struggled largely because it hasn't been able to target online ads as effectively as Google.

Microsoft believes Yahoo's brand, engineers, audience and services will provide the company with valuable weapons in its so far unsuccessful attempt to narrow Google's huge lead in the lucrative Internet search and advertising markets.

As it examined ways to thwart Microsoft, Yahoo considered an advertising partnership with Google — an alliance long favored by analysts who believe it would boost the profits of both companies. It was unclear Saturday if Yahoo's plans for boosting its stock price include a Google partnership, which would probably face antitrust issues.

A Microsoft takeover of Yahoo would also be scrutinized by antitrust regulators in the United States and Europe. The antitrust uncertainties could be cited as one of the reasons that Yahoo's board decided to spurn Microsoft.

Yahoo Inc. hopes media conglomerate News Corp. can rescue it from a Microsoft Corp. takeover — or at least prove the slumping Internet pioneer is worth more money than its unsolicited suitor wants to pay.


A News Corp. partnership could provide Yahoo with the escape hatch that the Sunnyvale-based company has been seeking since Microsoft pounced with its takeover bid two weeks ago.

If nothing else, the possibility of Yahoo joining forces with one of the world's largest media empires could prompt Microsoft to sweeten its bid, which was originally valued at $44.6 billion, or $31 per share.

Yahoo is believed to want at least $40 per share, or about $56 billion.

The details of the proposed News Corp. alliance were still being worked out Wednesday, according to a person familiar with the situation. The person didn't want to be identified because the talks are considered confidential.

Most analysts believe Microsoft will do whatever necessary to buy Yahoo because the world's largest software maker views the acquisition as the best way to counteract Google Inc.'s dominance of the online search and ad markets — a battleground that is rapidly reshaping the technology and media industries.

"Buying Yahoo makes tremendous sense for Microsoft, more sense than any other company in the world," said Ken Marlin, a New York investment banker specializing in media and technology deals.

Both The Wall Street Journal and a prominent blog, TechCrunch, reported that News Corp. is interested in folding its popular online social network, MySpace.com, and other Internet assets into Yahoo — an idea that first came up last year. News Corp. owns The Wall Street Journal.

News Corp. and a private equity firm reportedly would buy significant stakes in Yahoo as part of a complex deal designed to push the Sunnyvale-based company's market value toward $50 billion.

A Yahoo spokesman said the company continues to "carefully and thoroughly" evaluate alternatives that will enrich its long-term shareholders. Yahoo's board reportedly is to meet again Thursday or Friday to consider the company's next move.

News Corp. spokeswoman Teri Everett declined to comment on the Yahoo talks.

Yahoo shares climbed 31 cents to $29.88 Wednesday while Microsoft shares gained 62 cents to $28.96 News Corp. shares slipped 10 cents to finish at $19.93.
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"What's unclear now is whether Yahoo is just trying to get a higher offer or if the company really doesn't want to sell to Microsoft," said Peter Falvey, a technology investment banker with Revolution Partners.

Although News Corp. Chairman Rupert Murdoch unequivocally said during a conference call last week that his New York-based company isn't interested in an outright acquisition of Yahoo, he didn't rule out the possibility of a deal involving MySpace.

When asked whether he might renew the previous discussions with Yahoo about a MySpace alliance, Murdoch replied: "I think that day has passed, but you never know."

A News Corp. stake in Yahoo might hinge on whether the two sides can agree on how much MySpace is worth.

News Corp., which also owns the Fox television and movie studios in addition to its newspaper and Internet holdings, bought MySpace for $580 million in 2005. But the social network's value has soared as its audience has swelled above 100 million users, creating a potential advertising gold mine.

Ironically, Murdoch and his lieutenants can point to a recent Microsoft deal to make a case that MySpace is worth more than $15 billion.

Facebook Inc., which owns the Internet's second largest social network behind MySpace, now arguably has a $15 billion market value, based on Microsoft's purchase late last year of a 1.6 percent stake for $240 million.

Despite its popularity, MySpace hasn't established itself as an effective advertising vehicle. Google last month cited lackluster returns from its ad partnerships with MySpace and other social networks as one of its few disappointments during the fourth quarter.

Besides talking with News Corp., Yahoo also reportedly has explored an advertising partnership with Google, its biggest rival. Although Google probably could help elevate Yahoo's drooping profits, the alliance would likely face antitrust hurdles because the companies operate the Web's two biggest ad networks and eliminating one would reduce competition.

Reports of a possible merger with Time Warner Inc.'s AOL appear to be more rumor than fact, said the person familiar with News Corp. negotiations.