The war of words between Yahoo and Microsoft has begun… Software giant says rejection of $45 billion offer is “unfortunate”…
Hours after Yahoo officially rejected Microsoft’s takeover offer on Monday, calling it too low, Microsoft described Yahoo’s response as “unfortunate” and said its own proposal was “full and fair.”
San Francisco — Microsoft Corp. fired back at Yahoo on Monday, signaling that it was not backing down and hinted that it may pursue a hostile takeover of the Internet Company, according to a statement Microsoft made in response to Yahoo’s formal rejection of its $45 billion unsolicited bid “unfortunate.”
“The takeover target says the $44.6-billion unsolicited offer is too low.”
“That decision, first reported over the weekend, was widely viewed on Wall Street as an effort to get Microsoft to raise its $44.6 billion, or $31 per share, proposal — or at the very least give Yahoo time to look at other options.”
In a statement, Microsoft said it is “unfortunate” that Yahoo “has not embraced” its proposal to combine the two companies and the rejection of the offer “does not change our belief in the strategic and financial merits of our proposal.”
The company also hinted that it may take the offer directly to Yahoo’s shareholders, a move that could result in a hostile takeover.
“As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo’s shareholders are provided with the opportunity to realize the value inherent in our proposal,” Microsoft said in its statement.
Microsoft’s statement suggests that, at least for now, the company is not willing to raise its price. Microsoft also indicated anew that it was ready for a fight, repeating earlier statements that it might consider “all necessary steps” to ensure the deal is completed.
Experts said Microsoft could ratchet up pressure on Yahoo’s board by taking its offer directly to shareholders and waging a proxy fight to oust Yahoo’s directors; it has until March 13 to nominate a new slate of directors.
“It is unfortunate that Yahoo has not embraced our full and fair proposal to combine our companies,” Microsoft said in a statement. “Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.”
Microsoft said investors, consumers and advertisers would benefit from combining the two companies, which would create a more formidable No. 2 competitor to Google Inc. in Internet search and online advertising.
“The deal would be the largest in Microsoft’s 33-year history.”
“Yahoo’s board has explored other alternatives, including a search advertising partnership with Google, but has not received any competing acquisition offers, according to people briefed on its situation.”
Absent such an offer or a deal that could persuade investors that Yahoo shares will go up significantly, the company’s best bargaining chip was the prospect of a friendly deal at a higher price, said Michael Klausner, a Stanford Law School professor who specializes in corporate law and corporate governance.
Redmond, Wash.-based Microsoft could sweeten its offer and pay anywhere from $35 to $40 a share for Yahoo, analysts says. Another option: Microsoft could take its offer directly to shareholders.
Microsoft would like to avoid a hostile takeover to avoid alienating Yahoo employees and to increase the odds of clearing regulatory hurdles, analysts say. But in Microsoft’s offer letter, Chief Executive Steve Ballmer implied that the company would be willing to turn the bid hostile.
“Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo’s shareholders are provided with the opportunity to realize the value inherent in our proposal,” Ballmer wrote.
“Microsoft would much prefer a friendly deal, because it wants to retain good relationships with Yahoo executives and retain employees,” Klausner said.
But getting a higher price from Microsoft would be easier for Yahoo if an alternative bidder had presented itself. While Google has voiced criticism of the proposed deal, it is not clear that the Internet search leader would be able to make a bid for rival Yahoo. And no other company has been seen moving to make an alternative offer.
Last week, News Corp. Chairman Rupert Murdoch, who has been buying online properties for his media conglomerate, said his company would not bid for Yahoo.
Time Warner, which held talks in the past about combining its AOL unit with Yahoo, appeared with its own announcement last week to be moving to shed part of its AOL operations, not add to them. CNNMoney.com is a unit of Time Warner.
“It is good negotiating tactics to try to get a higher price from Microsoft,” said Laura Martin with Soleil Securities Group. “But if they really reject the offer they are going to have a litany of shareholder lawsuits. It is clear there are no other bidders for anything close to this price.”
One Yahoo shareholder said the Microsoft and Yahoo statements represented the early stages of an expected negotiation.
“I think Microsoft has made it pretty clear that they are not about to back off here,” said Ryan Jacob, portfolio manager for the Jacob Internet Fund, which counts Yahoo among its top holdings. Jacob, whose fund has about $60 million in assets, said he favored a combination of Yahoo and Microsoft, as it would create a stronger competitor to Google. But he defended Yahoo’s initial rejection, saying the board was right to hold out for a higher offer.
“Though, many Yahoo shareholders are also Microsoft shareholders and might not necessarily favor a higher offer.”
Meanwhile Yahoo, in a letter to employees explaining the company’s position on Monday, Jerry Yang, Yahoo’s chief executive, said they deserved credit for Yahoo’s success.
The company said last month that it would lay off about 1,000 employees by mid-February, though some would be allowed to apply for other jobs in the company. A person close to Yahoo said the layoffs could be announced as early as Tuesday.
“It is also considering everything from outsourcing search advertising to Google to making its own bid for AOL.”
In the end, tens of billions of dollars are betting that Microsoft and Yahoo will find common ground somewhere between the $31 per share that Microsoft offered on Feb. 1 and $35 per share, which analysts believe Microsoft could afford to pay.
“Yahoo’s stock rose 2 percent in regular trading to close at $29.87, up 67 cents.”