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Only three months ago Microsoft had seemed so bold. After more than a year
scouring Yahoo!’s books, with the aid of Morgan Stanley bankers and
Blackstone, the private equity firm, Steve Ballmer, Microsoft’s chief
executive, and the software group’s co-founder Bill Gates decided to pounce.
A phone call from Mr Ballmer to Jerry Yang, co-founder of Yahoo! and newly
reinstated chief executive of the online search engine, revealed the type of
hand Microsoft was playing.
Mr Ballmer was offering what appeared to be a knockout 62 per cent premium, an
offer that it knew would discourage most other counteroffers. To add to the
punch, Mr Ballmer threatened to sack Yahoo!’s board with a proxy fight if Mr
Yang resisted.
Mr Ballmer also had logic on his side. A combined group made good business
sense – Yahoo! had been losing market share in online advertising and
profitability while Google, the world’s largest internet company, had grown
more powerful. A tie-up of the No 2 and No 3 players would have created a
stronger rival to Google.
Wall Street expected Microsoft to get Yahoo!. Microsoft also thought that it
would get Yahoo!, with or without Mr Yang’s consent. However, the swaggering
approach of the $273 billion software group at the beginning of February was
absent at the weekend.
A letter to Mr Yang from Mr Ballmer published on Saturday night was
conciliatory, offering “personal thanks for your consideration of our
proposal”. Mr Ballmer concluded: “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.”
The initial bullying approach having failed, Mr Ballmer may be hoping that
parting on good terms (publicly, at least) will leave Mr Yang likelier to
return to Microsoft if he fails to find a rival offer or to increase Yahoo’s
share price to match the $33 that was on the table just a few hours ago.
Yahoo!’s response to the threat of a hostile takeover was as low key as
Microsoft’s offer was threatening. Yahoo!’s tactic was to ignore Microsoft
publicly, dodge its punches and threaten to outsource key relationships to
Google. Such a step would have made Yahoo! a far less attractive target.
Mr Yang’s quiet resistance has worked, but, in the longer term, he may find it
impossible to lift Yahoo!’s stock to the price he rejected and may have to
go back to the suitor he has scorned.
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