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Yahoo confirmed today that it has rejected a joint proposal
from Microsoft and Carl Icahn for a complex restructuring of the Internet
company that would include the acquisition of Yahoo's search business by
Microsoft.
This is just the latest episode in the bidding war unleashed
by Microsoft against Yahoo. the joint proposal was made on Friday, but Yahoo
ruled that accepting the proposal is not in the best interests of its
stockholders.
Yahoo said there are four factors based on which the joint
proposal was ruled out.
Yahoo’s existing business plus its recently signed
commercial agreement with Google has superior financial value and less
complexity and risk than the Microsoft/Icahn proposal and
the Microsoft/Icahn proposal would preclude a potential sale
of all of Yahoo for a full and fair price, including a control premium.
Also, the major component of the overall value per share
asserted by Microsoft/Icahn would be in Yahoo’s remaining non-search businesses
which would be overseen by Mr. Icahn’s slate of directors, which has virtually
no working knowledge of Yahoo’s businesses.
“This odd and opportunistic alliance of Microsoft and Carl
Icahn has anything but the interests of Yahoo!'s stockholders in mind. Clearly,
Microsoft, having failed to advance in search, is aligning with the short-term
objectives of Mr. Icahn to coerce Yahoo! into selling its core strategic search
assets on terms that are highly advantageous to Microsoft, but disadvantageous
to Yahoo! stockholders”, said Roy Bostock, Chairman of Yahoo.
Ironically, Carl Icahn, who jointly with Microsoft developed
and presented this proposal, had previously urged Yahoo! not to sell its search
business to Microsoft.
Specifically, in an interview on CNBC's Fast Money
program, on June 4, 2008, Mr. Icahn said, “... it's crazy for this company now
to do this alternative deal and give the store away, because obviously, an
alternative deal is a poison pill because once you've done an alternative deal
and given the search to Microsoft, you don't need Microsoft to buy you anymore.
So, that would be a poison pill….”
Still, Yahoo Board acknowledged that the current proposal
contains a number of improvements over Microsoft’s earlier proposal.
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