Yahoo's Board of Directors sent a letter to Steve Ballmer informing Microsoft that although it not against a takeover, Yahoo it worth more than the price offered due improvements and that they want a deal that provides "certainty to our shareholders."
The Board of Directors of Yahoo! Inc.sent the following letter to Steve Ballmer,
Chief Executive Officer of Microsoft Corporation.
Dear Steve:
Our
Board has reviewed your most recent letter with regard to the
unsolicited proposal you made to acquire Yahoo! on January 31, 2008.
Our
Board carefully considered your unsolicited proposal, unanimously
concluded that it was not in the best interests of Yahoo! and our
stockholders, and rejected it publicly on February 11, 2008. Our Board
cited Yahoo!'s global brand, large worldwide audience, significant
recent investments in advertising platforms and future growth
prospects, free cash flow and earnings potential, as well as its
substantial unconsolidated investments, as factors in its decision.
At
the same time, we have continued to make clear that we are not opposed
to a transaction with Microsoft if it is in the best interests of our
stockholders. Our position is simply that any transaction must be at a
value that fully reflects the value of Yahoo!, including any strategic
benefits to Microsoft, and on terms that provide certainty to our
stockholders.
Since
disclosing our Board's position with respect to your proposal, we have
presented our three-year financial and strategic plan to our
stockholders, which supports our Board's determination that your
unsolicited proposal substantially undervalues Yahoo!. Those meetings
with our stockholders have also provided us an opportunity to hear
their views.
We have continued to launch new products and to
take actions which leverage our scale, technology, people and platforms
as we execute on the strategy we publicly articulated. Today, in fact,
we are announcing AMP! from Yahoo!, a new advertising management
platform designed to dramatically simplify the process of buying and
selling ads online.
Finally,
our Board has been actively and expeditiously exploring our strategic
alternatives to maximize stockholder value, a process which is ongoing.
All of these actions have been driven by our overarching commitment to
maximize stockholder value.
Our Board's view of your proposal
has not changed. We continue to believe that your proposal is not in
the best interests of Yahoo! and our stockholders. Contrary to
statements in your letter, stockholders representing a significant
portion of our outstanding shares have indicated to us that your
proposal substantially undervalues Yahoo!. Furthermore, as a result of
the decrease in your own stock price, the value of your proposal today
is significantly lower than it was when you made your initial proposal.
In contrast to your assertions about the effect of general
economic conditions on our business, Yahoo!'s business forecasts are
consistent with what we outlined in our last earnings call. As you
know, we recently reaffirmed our Q1 and full year guidance, which is a
testament to our ability to perform in line with our expectations
despite the current economic environment. In addition, our three-year
financial and strategic plan which we have made public demonstrates
significant potential upside not previously communicated to the
financial markets. This plan has received positive feedback from our
stockholders, further strengthening the view that Yahoo! is worth well
more as a standalone company than the value offered in your proposal,
and would be even more valuable to Microsoft. Your own statements have
made clear the strategic importance of Yahoo!'s substantial assets and
capabilities to Microsoft.
We regret to say that your letter mischaracterizes
the nature of our discussions with you. We have had constructive
conversations together regarding a variety of topics, including
integration and regulatory issues. Your comment that we have refused to
enter into negotiations to conclude an agreement are particularly
curious given we have already rejected your initial proposal, nominally
$31 per share at the time, for substantially undervaluing Yahoo! and
your suggestions in your letter and the media that you are considering
lowering the value of your proposal. Moreover, Steve, you personally
attended two of these meetings and could have advanced discussions in
any way you saw fit.
As to antitrust, we have discussed with
you our concerns. Any transaction between us would result in a thorough
regulatory review in multiple jurisdictions. As a follow up to a recent
meeting among our respective legal advisors we had on this topic, and
at your request, we provided to you on March 28 a list of additional
information we would need to further our understanding of the
regulatory issues associated with any transaction. To date, you have
still not provided any of the requested information.
We
consider your threat to commence an unsolicited offer and proxy contest
to displace our independent Board members to be counterproductive and
inconsistent with your stated objective of a friendly transaction. We
are confident that our stockholders understand that our independent
Board is best positioned to objectively and knowledgeably evaluate our
Company's alternatives and to maximize value.
In conclusion,
please allow us to restate our position, so there can be no confusion.
We are open to all alternatives that maximize stockholder value. To be
clear, this includes a transaction with Microsoft if it represents a
price that fully recognizes the value of Yahoo! on a standalone basis
and to Microsoft, is superior to our other alternatives, and provides
certainty of value and certainty of closing. Lastly, we are steadfast
in our commitment to choosing a path that maximizes stockholder value
and we will not allow you or anyone else to acquire the company for
anything less than its full value.
Very truly yours,
Roy Bostock Jerry Yang
Chairman of the Board Chief Executive Officer