446亿出价太低,Yahoo拒绝微软收购

untitled继2月1日微软提出收购Yahoo公司,包 括其全部的普通股票后,事件有了新进展。2008年2月11日,Yahoo公司正式宣布拒绝微软公司提出的446亿美元的收购计划。Yahoo公司仍然认为微软的446亿美元的出价过低,不符合Yahoo和品牌价值和其切身利益。

 

Yahoo公司称:Yahoo公司作为一个Internet的权且领先者,董事会和金融、法律顾问仔细研究了微软公司提案后一致决定该提案并不符合Yahoo和其股票持有者的利益。经过仔细的评估,董事会认为微软远远低估了Yahoo公司,以及其国际品庞大的全球用户数、广告平台的投入、未来增长前景、自由现金流和盈利潜力,以及大量的松散性投资中蕴含的价值价值。在这个快速成长的市场环境中,董事会将继续谨慎评估公司未来的战略选择,并致力为其股票持有者追求最大的利益。其官方原文如下:

YAHOO! BOARD OF DIRECTORS SAYS MICROSOFT’S PROPOSAL SUBSTANTIALLY UNDERVALUES YAHOO!

 

Sunnyvale, Calif., February 11, 2008 — Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today said the Yahoo! Board of Directors has carefully reviewed Microsoft’s unsolicited proposal with Yahoo!’s management team and financial and legal advisors and has unanimously concluded that the proposal is not in the best interests of Yahoo! and our stockholders.

 

After careful evaluation, the Board believes that Microsoft’s proposal substantially undervalues Yahoo! including our global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as our substantial unconsolidated investments.

 

The Board of Directors is continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for all stockholders.

 

Goldman, Sachs & Co., Lehman Brothers and Moelis & Company are acting as financial advisors to Yahoo!. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Yahoo!, and Munger Tolles & Olson LLP is acting as counsel to the outside directors of Yahoo!.

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微软446亿美金收购雅虎

untitled  美国东部时间当地2月1日上午,微软(Microsoft)公司宣以446亿美元的出价收购了全球最出名,同时也是访问量最大的网站——雅虎(Yahoo)。介于微软公司已经多次提出收购雅虎以及美国经济的疲软,美国政府应该不会否决这项收购案。所以这次收购将成为自微软公司成立以来最大的收购案。

微软公司将以每股31美元收购Yahoo所有普通股票,交易将以现金或换股的方式进行。按照纳斯达克1月31日的收盘价每股19.18美金计算,微软公司的收购溢价将高达61.62%。当日,Yahoo以每股28.67的价格开盘,涨幅较前一交易日上涨了49.47%。受此影响,美国三大股指曾一度上扬。

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Microsoft收购Yahoo也可以说是一种无奈之举,Microsoft在Internet竞赛中一直落后于其最大的竞争对手Google,所以同样是经营状况不佳的Yahoo就成了微软最佳的选择。在我看来,Yahoo和微软的合作是可行的,毕竟两者的服务定位还是有一定的差别的。微软可以靠Yahoo给MSN带来更大的流量,而与此同时Live Messenger软件与Yahoo通的互通,进一步控制IM市场。但Yahoo是否能真正融入微软,将成为最重要的问题,毕竟Yahoo也是一个有着悠久企业文化的老牌公司,收购是否会受到不同企业文化的影响现在还不得而知,但从下面这封Microsoft的CEO鲍尔默(Ballmer)给Yahoo的信可以看出,鲍尔默对这起收购还是很有信心的。

January 31, 2008

Board of Directors
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Attention: Roy Bostock, Chairman
Attention: Jerry Yang, Chief Executive Officer

Dear Members of the Board:

I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft’s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.

Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use – EBITDA, free cash flow, operating cash flow, net income, or analyst target prices – this proposal represents a compelling value realization event for your shareholders.

We believe that Microsoft common stock represents a very attractive investment opportunity for Yahoo!’s shareholders. Microsoft has generated revenue growth of 15%, earnings growth of 26%, and a return on equity of 35% on average for the last three years. Microsoft’s share price has generated shareholder returns of 8% during the last one year period and 28% during the last three year period, significantly outperforming the S&P 500. It is our view that Microsoft has significant potential upside given the continued solid growth in our core businesses, the recent launch of Windows Vista, and other strategic initiatives.

Microsoft’s consistent belief has been that the combination of Microsoft and Yahoo! clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers. In late 2006 and early 2007, we jointly explored a broad range of ways in which our two companies might work together. These discussions were based on a vision that the online businesses of Microsoft and Yahoo! should be aligned in some way to create a more effective competitor in the online marketplace. We discussed a number of alternatives ranging from commercial partnerships to a merger proposal, which you rejected. While a commercial partnership may have made sense at one time, Microsoft believes that the only alternative now is the combination of Microsoft and Yahoo! that we are proposing.

In February 2007, I received a letter from your Chairman indicating the view of the Yahoo! Board that “now is not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction.” According to that letter, the principal reason for this view was the Yahoo! Board’s confidence in the “potential upside” if management successfully executed on a reformulated strategy based on certain operational initiatives, such as Project Panama, and a significant organizational realignment. A year has gone by, and the competitive situation has not improved.

While online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out, and in research and development, making this a time of industry consolidation and convergence. Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo! can offer a credible alternative for consumers, advertisers, and publishers. Synergies of this combination fall into four areas:

Scale economics: This combination enables synergies related to scale economics of the advertising platform where today there is only one competitor at scale. This includes synergies across both search and non-search related advertising that will strengthen the value proposition to both advertisers and publishers. Additionally, the combination allows us to consolidate capital spending.

Expanded R&D capacity: The combined talent of our engineering resources can be focused on R&D priorities such as a single search index and single advertising platform. Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search, and new advertising platform capabilities. Many of these breakthroughs are a function of an engineering scale
that t
oday neither of our companies has on its own.

Operational efficiencies: Eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity.

Emerging user experiences: Our combined ability to focus engineering resources that drive innovation in emerging scenarios such as video, mobile services, online commerce, social media, and social platforms is greatly enhanced.

We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines.

We have dedicated considerable time and resources to an analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals. We look forward to discussing this with you, and both our internal legal team and outside counsel are available to meet with your counsel at their earliest convenience.

Our proposal is subject to the negotiation of a definitive merger agreement and our having the opportunity to conduct certain limited and confirmatory due diligence. In addition, because a portion of the aggregate merger consideration would consist of Microsoft common stock, we would provide Yahoo! the opportunity to conduct appropriate limited due diligence with respect to Microsoft. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.

In light of the significance of this proposal to your shareholders and ours, as well as the potential for selective disclosures, our intention is to publicly release the text of this letter tomorrow morning.

Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo! Board to engage in a full review of our proposal. My leadership team and I would be happy to make ourselves available to meet with you and your Board at your earliest convenience. Depending on the nature of your response, 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.

We believe this proposal represents a unique opportunity to create significant value for Yahoo!’s shareholders and employees, and the combined company will be better positioned to provide an enhanced value proposition to users and advertisers. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favorable reply.

Sincerely yours,

/s/ Steven A. Ballmer

Steven A. Ballmer

Chief Executive Officer

Microsoft Corporation

不过现在还牵扯到另一个问题,Yahoo持有阿里巴巴40%的股份,已经算是大股东了。至于微软以后如何处理好和阿里巴巴的关系也是一个十分值得关注的。当然,如果微软公司想在网上交易和网络结算上超越Google甚至是eBay的话,和阿里巴巴的合作也应该是一个不错的选择。

不过我倒是希望Taobao能继续的办下去,这样我们才能买到物美价廉的商品,呵呵

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