Microsoft proposes alternative deal to Yahoo

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Old 19-May-2008
Microsoft proposes alternative deal to Yahoo

may 19

SEATTLE: Microsoft Corp said on Sunday it has proposed an alternative deal to Yahoo Inc, rather than a full acquisition, in a move that could save the web pioneer from fighting a proxy battle with financier Carl Icahn.

"Microsoft is considering and has raised with Yahoo an alternative that would involve a transaction with Yahoo but not an acquisition of all of Yahoo," the company said in a statement without clarifying what that alternative might be.

Microsoft emphasized it was not proposing to make a new bid to buy all of Yahoo, after recently being rebuffed, but could reconsider.

Yahoo said in a statement later on Sunday that it continued to consider a number of strategic alternatives and was "open to pursuing any transaction which is in the best interest of our stockholders".

The company's board will "evaluate each of our alternatives, including any Microsoft proposal, consistent with its fiduciary duties, with a focus on maximizing stockholder value," Yahoo said in a statement.

It added that it had confirmed with Microsoft that it was not interested in "pursuing an acquisition of all of Yahoo at this time".

Analysts were split on the benefits of an alternative scenario to a full-fledged takeover.

"I definitely think an alternative deal is better than a full a acquisition," said Toan Tran, analyst at Morningstar.

"It is positive for both companies, because you are getting the benefits of a Yahoo acquisition without the negatives namely the integration risks."

But Kim Caughey, a senior analyst at Fort Pitt Capital Group, said the market will probably send Yahoo shares higher while pushing down Microsoft shares when the market opens on Monday.

Caughey said a joint venture or minority investment with Yahoo could cause confusion about who was in charge.

"Microsoft walking away from Yahoo was a total head fake," said Caughey.

"Microsoft is a terrible poker player if it thought people were going to believe that the deal was dead."

The New York Times reported that Microsoft and Yahoo may form a partnership or joint venture for search-related advertising to take on Google Inc, which dominates the search market with a share significantly larger than a combined Yahoo and Microsoft.

For its part, Yahoo continues to talk with Google Inc about a search advertising partnership and a deal could come as early as this week, a source familiar with the talks said on Thursday.

The statement from Microsoft comes on the heels of a proxy campaign launched on Thursday by Icahn to replace Yahoo's board with directors who would reopen talks with Microsoft, saying Yahoo had acted irrationally in refusing the giant software company's $47.5 billion bid.

Microsoft walked away from its pursuit of Yahoo two weeks ago after three months of negotiations when Yahoo's board rejected Microsoft's sweetened offer of $33 a share, saying the company was worth at least $37 a share.

Meanwhile, Microsoft and Icahn have not held discussions about Yahoo, said another source close to the company.

A spokesman for Yahoo declined to comment and Icahn could not be reached for comment.

In a letter to Icahn last week, Yahoo board Chairman Roy Bostock said a new board would not be in the best interests of Yahoo investors, adding that Yahoo would consider any deal from any party, including Microsoft, if it offered the company full value.

Icahn, who has said he had accumulated 59 million shares and options in Yahoo, also has the support of Paulson & Co, a $30 billion hedge fund that has amassed a 3.4 percent stake in Yahoo, and other investors upset by the board's handling of negotiations with Microsoft.

Microsoft had said it had moved on from Yahoo and remained committed to building an online advertising powerhouse to rival Google.

Company executives had said in making a case for a Yahoo acquisition that buying the web company would be the fastest way to close the gap on Google.

In an e-mail to employees on Sunday, Kevin Johnson, president of Microsoft's platform and services division, said the company must strengthen its online business regardless of how talks with Yahoo turn out. "The fact is that we are not where we want to be in this business yet and we've been in this position longer than we'd all like," Johnson wrote in the e-mail.

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