I’ve seen a few blog entries lately from others saying “I’m so glad that Yahoo rejected the Microsoft offer.” This is far from accurate, the offer was only the beginning. Here is a compilation of the current options that lay before Microsoft (MSFT) and Yahoo! (YHOO), based on all of my research. This isn’t a report — it’s a collection of my thoughts. First, some important facts.
Important fact #1 - Since Yahoo! is a publicly traded company, the Yahoo board has to make decisions based on short term shareholder value, not necessarily what is right, what is good for Yahoo!, what employees (including themselves), or what is good for the Internet as a whole.
What does this mean? Well, as much as Jerry Yang loathes the idea of his company being taken over (those are my words, not his), he is obligated, by law, to “act in the best interest of shareholders”. That’s why whenever a CEO gives a speech, you’ll notice that they will always include the line “maximizing shareholder value”.
And what if he doesn’t act in shareholders best interests? Then shareholders sue. There are currently 7 Pending lawsuits against Yahoo over their handling of the Microsoft deal. Jerry is damned if he does, damned if he doesn’t. Remind me to never take my company public.
Important fact #2: Just because YHOO rejected the offer, that doesn’t mean it’s over. Microsoft made it clear in their initial offer that they would get nasty if they needed to. From Steve Ballmer’s original offer:
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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.
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Translation: You can do this the easy way, or we will take you by force.
The day after Jerry rejected the bid, Microsoft hired a “proxy firm”, which will lobby the shareholders to overthrow the board, one of the first steps in a hostile takeover. Microsoft is making it well known that they will be hostile if need be.
Important Fact #3 - Jerry can’t simply say “No”, he has to do something that will get the stock price up. See #1. He has to act in shareholders best interests. In Jerry’s rejection of the bid, he states that $31 “substantially undervalues” Yahoo!, which leaves the door open for Microsoft to come back with a higher offer. But since the stock will slowly drop back down to $20, he has do to something.
So what can happen now? Let’s look at some scenarios.
Scenario #1 - Microsoft accepts the rejection letter and walks away. Yahoo remains an independent company.
Pros:
- Both Yahoo! and Microsoft remain *better* positioned to take on Google by themselves. See Exploding the Microsoft-Yahoo-team-up-against-Google myth on why the combined companies would be worse off.
- Microsoft saves $44 billion for something else. Perhaps a donation to the Gates Foundation would help Microsoft offset some of its bad karma
- Yahoo remains a place where Yahoos would like to work.
Cons:
- Yahoo’s stock price is artificially inflated right now because of the Microsoft offer at $31/share. If the offer is withdrawn, the stock will likely plummet to what it was before the offer (~$20/share). Ouch!
- Steve Ballmer’s attempt at building a legacy of his own failed, and since he will win at any cost, he’ll set his sites on something else. The rest of the world should watch out.
Likelihood:
Not very likely. 5%. Why? Because the shareholders of Yahoo! will force Jerry’s hand. Since the stock will be at $20/share if Microsoft withdraws their bid completely, if Jerry can’t come up with a compelling plan to get it to $31, shareholders will overthrow the board and force Yahoo! to accept the offer. Isn’t corporate America great?
Scenario #2 - Yahoo! finds a white night. Some other company steps in and buys Yahoo! instead, keeping it out of Microsoft’s hands. Rumored possibilities have included:
- News Corp. WSJ report
- Google. NYT report
- AOL/Time Warner
- Comcast
- NBC
Likelihood:
Low. 10%. Most press states that these “white knight” rumors are mostly a negotiating tactic on Yahoo’s part to get the bid raised. It’s their way of showing the world that they have other options, and don’t need to take the Microsoft offer.
Scenario #3 - Microsoft raises its bid. Since the first bid of $31 “substantially undervalued” Yahoo! according the the bid rejection letter, if Microsoft raises its bid, then the Yahoo board will have to reconsider.
The interesting question on scenario this is surrounding the timing. When will they do it?
- At the 11th hour, before the hostile takeover. I personally don’t think that either company wants to go through the motions of the hostile takeover. It’s messy on both sides. It makes sense for Microsoft to threaten the hostile takeover, then at the very last minute, when it looks like Yahoo!’s days are over, Microsoft steps in with an offer of $33-$40, and the board accepts, with no other better options.
- Microsoft can just wait. As time passes, Microsoft position increases. Yahoo! will be under more and more pressure to come up with an alternative to Microsoft’s bid. When the stock is at $20, they can step in and offer $25, and the board may have no choice. However, there may be other incentives for Microsoft to hurry this along, such as regulatory approval and the upcoming election.
Likelihood:
High. I say 75%. Again, the real question is when.
Scenario #4 - Some other scenario that no one else has talked about. The wildcard. The crazy ass option that will just save the day and keep everyone happy. Do you know what it is? Please leave a comment.
Likelihood:
Low: 10%.
If Microsoft is successful in its hostile takeover attempt, there are still regulatory hurtles. Even after the deal is approved by both companies boards, it still has to pass anti-trust approval in the United States and European Union. Microsoft specifically addressed this in their initial offer:
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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.
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But this crazy. Everyone knows this will be a huge uphill battle. Microsoft isn’t exactly in good standing with the European Union right now, after just being fined 1.3 billion for even more anti-competitive practices.
And After Microsoft put Google through hell on Microsoft anti-trust issues for Doubleclick, Google has hinted that they will be doing the same. This deal will take many months (years?) to gain the necessary approvals, and the structure of the deal may be shifted to comply with the law.
It looks highly likely that Yahoo will fall to Microsoft. Anyone else have any ideas on how this can transpire? I’d love to hear comments.
Helpful Sources:
Full coverage of Yahoo-Microsoft on news.yahoo.com
Alleyinsider.com