Yahoo-Microsoft合併失敗

在一月底，Microsoft提出以31美元收購，Yahoo還價40美元。過了不久，Microsoft提價至33美元，Yahoo也降價至37美元，然而最終還是談不攏。要知道，從收購消息傳出那天起，Yahoo股價已經升了不少，現在暫撤收購，Yahoo馬上就要打回原形。下一次Microsoft再出價，很可能連30美元也沒有了。

有分析員說，Yahoo管理層不肯接受收購，他們並沒有將股東利益放在首位，楊致遠應為此負責。不過，事實上如果microsoft很有把握，大可以出動敵意收購來叫楊致遠為首的管理層屈服。

較早時候，Microsoft曾考慮計劃運用3千萬美元預算，設立proxy fight來對抗yahoo管理層。只不過，今次Microsoft留下重回談判桌的伏線，講明將不取採敵意收購。最主要的原因，可能就是Microsoft知道敵意收購的勝算不高，而且proxy fight一旦開始了就是拖時間的訴訟期，到頭來需要和解，還不外乎又是出價。

要知道，用Ballmer 致電楊致遠那天起的Yahoo收市價及Microsoft最終33美元收購價計算，Yahoo股東們本應得到逾70%的premium。再說，Yahoo沒有制訂長遠策略的能力，楊致遠為「抵抗」Microsoft的收購，不惜宣佈試驗以Google Adsense取代自家的Panama，形同斷送Yahoo的前程，網友更在思哲博客留言說：「Google才是Yahoo最大的敵人啊，飲鴆止渴，悲哀！」

今日開市，不知Yahoo股價會跌得幾甘呢？

下為Ballmer寫給楊致遠「答謝信」，字裡有骨，唔知Jerry睇完有咩感覺呢？

May 3, 2008

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 towards accepting our offer. I first called you with our offer on January 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 percent premium at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to raise our offer to $33.00 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 percent compared to the price at which your stock closed on January 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.

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. 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.

We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:

• First, it would fundamentally undermine Yahoo!’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.

• Given this, it would impair Yahoo’s ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.

• In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.

• This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.

• It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

Accordingly, 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!.

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.

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.

Thank you again for the time we have spent together discussing this.

Sincerely yours,

Steven A. Ballmer
Chief Executive Officer
Microsoft Corporation