Yahoo and Microsoft both accuse each other of revisionism and present their views of events as Yahoo heads for takeover battle
Yahoo's management is entrenching itself, preparing for the
August 1 shareholder meeting in which billionaire investor Carl Icahn will try
to depose
the board and then Yang. With Yahoo
stock continuing in a painful
downhill slide, the company shuffled
its top level management in a desperate
attempt to fight off Icahn and convince shareholders of its potential.
Now, taking a different tactic, Yahoo released a "timeline of events"
and a list of complaints which it claims describes its problematic interactions
with Microsoft. The items, which it hopes will sway shareholders, depict
a starkly different picture than that seen in media for much of the last few
months.
The report, filed with the Securities and Exchange Commission, paints Yahoo as
an eager and willing participant, only looking out for its own good. It
paints Microsoft as uncooperative and deceptive.
While the report also deals with the benefits, Yahoo's management says the deal
with Google will bring -- with Yahoo essentially selling its advertising to
Google -- the real gems, or perhaps nuggets are in the timeline of the
Microsoft merger talks and accompanying materials.
Yahoo issues a laundry list of accusations. Its writes:
--Microsoft was
unresponsive to multiple requests
--No response to regulatory information requests
--No response to non-price terms, including value protection for stock
component and regulatory issues
--No revised price indication until several months into the process, days
before withdrawing
The timeline (viewable here) meanwhile paints
Yahoo as an eager participant. It details multiple meetings between
Microsoft and Yahoo that occurred. It also details internal meetings in
March that occurred at Yahoo to assess the detail. Basically, Yahoo is
trying to paint that it carefully and earnestly considered the deal, and only
refused because of Microsoft's unreasonable nature.
One interesting insight from the timeline is it says that May 29 Microsoft
offered a "hybrid" transaction, offering to buy
just the search engine business and select other sections of Yahoo. A
little over a week later on June 8, Yahoo says it met with Microsoft, at a
meeting in which Microsoft rejected any possibility of a full buyout.
Yahoo argues that such a hybrid offer would cripple its traffic and bottom
line.
Jerry Yang, Yahoo co-founder and CEO says in an attached statement,
"Despite all the challenges we've been through, including Microsoft's
unsolicited proposal and now a proxy contest by Carl Icahn, Yahoo remains a
unique value proposition. The combination of our leading positions in
search and display together with the benefits expected from our recently-signed
agreement with Google make us exceptionally well-positioned to capitalize on
the convergence of search and display."
Microsoft meanwhile blasted
back at Yahoo stating that Yahoo's timeline and statements reeked with
ridiculous fabrication. "This is simply revisionist history," said
a Microsoft spokesman.
Allegedly, Microsoft is considering sweetening its hybrid offer, which it hopes
Icahn and the board to come will consider. With internal warfare at
Yahoo, anything is possible -- but if the latest exchange is any indication,
one thing is for sure; it won't be pretty.
"Nowadays, security guys break the Mac every single day. Every single day, they come out with a total exploit, your machine can be taken over totally. I dare anybody to do that once a month on the Windows machine." -- Bill Gates
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