Yahoo Rejects Microsoft Hostile Takeover Bid

Azurik

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Jan 23, 2002
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In a bid to remain independent, Yahoo plans to reject Microsoft Corp.?s unsolicited takeover offer, according to reports on the Wall Street Journal?s web site.

Quoting sources familiar with the situation, the Journal reports that Yahoo?s board feels the offer of $31 per share ?massively undervalues? the company. A letter spelling out the position is expected to be sent Monday. Yahoo also expressed concern that Microsoft?s offer does not account for risks to Yahoo should the deal be overturned by regulators.

The Journal source said the company would be unwilling to consider an offer below $40 per share, which would represent a $12 billion increase over Microsoft?s original $44.6 billion bid. It is unclear if Microsoft would be willing to increase its bid by such a significant amount.

Yahoo representatives could not immediately be reached for comment.

The two companies have been in discussions about an alliance or merger for more than a year. Yahoo has long hoped to remain independent, believing it can reverse its fortunes and lift its flagging stock price.

In the summer of 2007, investors believed it was possible as well. Yahoo co-founder Jerry Yang replaced Terry Semel as CEO and announced he would unveil a new strategic plan for the company within 100 days.

?There will be no sacred cows and we need to move quickly,? he said. But, after the 100 days ? and then some ? passed, investor patience wore thin, driving the stock lower.

In late January, the slumping Internet pioneer reported a fifth-consecutive quarter of lower profits and warned of ?headwinds? for 2008. Yahoo?s battered stock fell to a four-year low, below the $20 per share level, and Microsoft pounced.

Yahoo shares are currently 51 percent above their pre-bid value. In contrast, Microsoft shares have dropped about 13 percent since the bid was announced, far worse than the Standard & Poor?s 500?s loss of 4 percent.

The second-guessing about Microsoft's unsolicited bid is typical for large acquisitions. Investors are debating whether the benefits outweigh the potential management distractions, sagging employee morale and other headaches that can arise after the deal is done.

Should Microsoft decide to increase its offer, it could still turn up the pressure by drawing upon its $21 billion in cash and lofty market value of $265 billion to raise the bid.

Microsoft Chief Financial Officer Chris Liddell said the software company may issue some debt to finance the cash portion of its 50-50 stock and cash offer for Yahoo, instead of drawing down its entire $21 billion cash pile.

"It's likely we're actually going to borrow for the first time," said Liddell in an annual strategy meeting with analysts before Yahoo?s apparent decision. "It's going to be a mixture of the cash we have on hand plus debt.?

Since Microsoft?s initial bid, there has been a significant amount of discussion about antitrust concerns. Google?s chief legal officer David Drummond, writing on the company?s blog, said ?Microsoft's hostile bid for Yahoo raises troubling questions. This is about more than simply a financial transaction, one company taking over another. It's about preserving the underlying principles of the Internet: openness and innovation."

Microsoft made similar comments when Google CEO Eric Schmidt reached out to Yahoo about a potential partnership following the bid.
While some investors held out hope for a white knight bidder, none surfaced after Microsoft?s initial bid. News Corp. CEO Rupert Murdoch ruled out a bid during a Feb. 4 conference call. Other potential suitors, such as Comcast and AT&T, opted against going against Microsoft?s deep pockets, as well.

Additional reporting by the Associated Press and Reuters
 

Special K

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Jun 18, 2000
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the Journal reports that Yahoo?s board feels the offer of $31 per share ?massively undervalues? the company.

When one company tries to acquire another, how do they determine what the company is worth? Is the offer always put in terms of $/share of the company's stock? I assume there's a lot more they have to take into account besides the current stock price (i.e. equipment, IP, other investments, etc.) or is all of this information already supposedly "built in" to the current stock price?

When the company is officially acquired, does the acquiring company simply pay off all shareholders of the acquired company at whatever the current stock price is?
 

jman19

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Nov 3, 2000
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Originally posted by: Special K
the Journal reports that Yahoo?s board feels the offer of $31 per share ?massively undervalues? the company.

When one company tries to acquire another, how do they determine what the company is worth? Is the offer always put in terms of $/share of the company's stock? I assume there's a lot more they have to take into account besides the current stock price (i.e. equipment, IP, other investments, etc.) or is all of this information already supposedly "built in" to the current stock price?

When the company is officially acquired, does the acquiring company simply pay off all shareholders of the acquired company at whatever the current stock price is?

A lot of that is built in, but there is usually some goodwill involved as well. It isn't always easy to come up with a good number in a hostile situation, since the targeted company probably won't want to open up it's books to the other party.
 

jpeyton

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Aug 23, 2003
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This is good news for Microsoft. I think they overvalued the company when they made their offer.

It's clear what direction Yahoo (the stock and the company) is going. Give them another year of declining profits, and Microsoft will give the smug board members another bid; probably in the $30 billion range.

Google, in the meantime, will be happy to facilitate Yahoo's fall from grace.
 

compuwiz1

Admin Emeritus Elite Member
Oct 9, 1999
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Everything is for sale....the right offer hasn't been made yet.
 

ponyo

Lifer
Feb 14, 2002
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I hope Microsoft doesn't up the offer. The deal is terrible for Microsoft as is. Microsoft doesn't need Yahoo. Yahoo is yesterday's AOL.
 

LordSnailz

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Nov 2, 1999
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Originally posted by: Naustica
I hope Microsoft doesn't up the offer. The deal is terrible for Microsoft as is. Microsoft doesn't need Yahoo. Yahoo is yesterday's AOL.

I think in terms of buying yahoo for users using the search engine, you're right but I think MS wants to acquire yahoo for portal accessibility. One one can touch google on the search side but one area that they're weak in is the portal page, and if MS adds yahoo users onto their portal, then it would definitely be worth it.
 

fallenangel99

Golden Member
Aug 8, 2001
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i still use yahoo for a lot of things - yahoo main page, yahoo finance (freaking amazing, google hasnt caught up.. yet), yahoo fantasy sports!!!!,hopefully MS (or whoever acquires yahoo) will keep lot of things the same. i've always hated msn.com and hotmail.com (the pages are too "busy", too much info on one page)
 

Nocturnal

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Jan 8, 2002
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This is going to backfire when Yahoo is worth zero. They're going to wish and plead and maybe even beg to have some type of help or be bought out.
 

jpeyton

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Originally posted by: Nocturnal
This is going to backfire when Yahoo is worth zero. They're going to wish and plead and maybe even beg to have some type of help or be bought out.
They'll end up being the 'new' Friendster; a company that held out on a buyout long past its peak.
 

randomlinh

Lifer
Oct 9, 1999
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part of me is glad. I don't want flickr to fall into MS hands. It's gone through enough falling into yahoo's hands. on the other side, if yahoo continues to plummet then it's going to most likely take flickr with it.
 

Deeko

Lifer
Jun 16, 2000
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haha, overvalued. Yahoo stock was around 18 before Microsoft made this offer, wasn't it?

And OP - since when was this a hostile takeover attempt?
 

ElFenix

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Mar 20, 2000
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i love how the board claims that a 60% premium undervalues the company. i bet the shareholders were lining up to tender. good job looking out for the shareholders, there, dickwads :roll:
 

Vette73

Lifer
Jul 5, 2000
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This be a good time to short yahoo. It will take a nose dive, when they reject the bid, close to the price it was before micrsoft made their offer.
 

Deeko

Lifer
Jun 16, 2000
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Originally posted by: LuckyTaxi
there goes the open source world

yahoo wasn't open source as far as I know....it's not like Microsoft is buying the rights to Linux and GNU.
 

LuckyTaxi

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Dec 24, 2000
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yahoo uses a bunch of open source software. they also contribute to a lot of the open source projects. if MS takes over, it's very likely they'll kill them.
 

ponyo

Lifer
Feb 14, 2002
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Originally posted by: Marlin1975
This be a good time to short yahoo. It will take a nose dive, when they reject the bid, close to the price it was before micrsoft made their offer.

I wouldn't be too sure. Market might think another bidder will emerge or Microsoft ups the offer. Then you would be screwed. I would leave this dog alone. Buyout risk arbitrage play is best left to the pros.