Microsoft Chief Executive Steve Ballmer on Saturday gave Yahoo
three weeks to accept his offer - or he'd launch a hostile takeover of
the Silicon Valley company.
And if there's no deal by April 26, Ballmer warned, Microsoft may cut its offering price of $31 a share.
"It has now been more than two months since we made our proposal to
acquire Yahoo at a 62 percent premium to its closing price on January
31, 2008, the day prior to our announcement," Ballmer wrote in a letter
to Yahoo's board.
"Our goal in making such a generous offer was to create the basis for a
speedy and ultimately friendly transaction. Despite this, the pace of
the last two months has been anything but speedy."
While the Yahoo board stalled, he wrote, the value of the Sunnyvale
Internet company declined along with a falling stock market and
weakening economy. He also noted that data from independent market
research firms and other indicators suggest Yahoo's share of Internet
search queries and page views has fallen.
"By any fair measure, the large premium we offered in January is even
more significant today. We believe that the majority of your
shareholders share this assessment," Ballmer said.
Yahoo did not respond to Ballmer's letter Saturday.
Yahoo's board of directors rejected Microsoft's more-than-$40-billion
bid Feb. 11, saying it "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 Yahoo's investments in Asian Internet
companies.
In subsequent presentations to investors, Yahoo claimed
it could double its cash flow and increase revenue by more than 50
percent over the next three years.
Analysts who reviewed Yahoo's presentation were openly skeptical of the
company's claims. One suggested that Yahoo's management was out of
touch with reality. Another said Yahoo's forecast of future growth "was
possible but not probable."
Senior executives from Microsoft and Yahoo have reportedly met twice
during the past few months, but have not entered into meaningful talks.
Yahoo has tried and failed to find an alternative to Microsoft's offer
that would substantially increase Yahoo's value, including potential
deals with Time Warner and News Corp.
Yahoo has taken the position it will not negotiate unless Microsoft
raises its bid. "People thought for awhile that they were trying to get
more than $31 a share," said Carl Tobias, a law professor at the
University of Richmond. "I guess that bluff has been called."
In his letter, Ballmer also said Microsoft would launch a "proxy war"
to elect an alternative slate of directors to the Yahoo board, which
could potentially give Microsoft control of the company.
But the bigger threat came at the end of the letter, when he warned
Microsoft may cut its offer if the deal is not done by the April 26
deadline.
"If we are forced to take an offer directly to your shareholders, that
action will have an undesirable impact on the value of your company
from our perspective which will be reflected in the terms of our
proposal," he wrote.
"It is unfortunate that by choosing not to enter into substantive
negotiations with us, you have failed to give due consideration to a
transaction that has tremendous benefits for Yahoo's shareholders and
employees," Ballmer wrote. "We think it is critically important not to
let this window of opportunity pass."