Microsoft byr 240 milliarder for Yahoo

Budet i fjor ble avvist. Denne gangen tror Steve Ballmer at Yahoo er klar for å selge.

Microsoft byr 44,6 milliarder dollar for internettgiganten Yahoo. Det tilsvarer 241,4 milliarder norske kroner med dagens dollarkurs.

Steve Ballmer og Microsoft skal ha forsøkt seg på å overta Yahoo i februar i fjor, men ble da avvist, ifølge Bloomberg TV.

Yahoo har imidlertid slitt med å henge med på utviklingen til konkurrenten Google, og på tross av at gründeren Jerry Yang tok tilbake kommandoen, har ikke selskapet kommet på offensiven igjen, ihvertfall ikke nok til at aksjemarkedet har sagt seg fornøyd.

Microsoft klarer heller ikke helt å få taket på den raske vekstkometen Google. Selv om søkemotorselskapet fra Mountain View, i Silicon Valley i California, først og fremst opererer på nettet, er de også en stor trussel mot Microsofts dominerende posisjon i IT-markedet. Google leverer nettbaserte tjenester som etterhvert vil kunne konkurrere med Microsofts kjerneprodukter.

- Vi har store forventninger til Yahoo, og sammen kan vi tilby et spennende sett med løsninger for forbrukere, innholdsprodusenter og annonsører, samtidig som vi blir bedre posisjonert i det nettbaserte tjenestemarkedet, sier Steve Ballmer, Microsofts toppsjef, i en pressemelding.

Microsoft og Yahoo har siden slutten av 2006 hatt et samarbeide, men det er ikke lengre godt nok for den Seattle-baserte programvaregigantent.

- Selv om et kommersielt partnerskap kan ha vært fornuftig tidligere, tror Microsoft at det eneste alternativet nå er kombinasjonen av Microsoft og Yahoo som vi nå foreslår, sier Ballmer.

Kjøpesummen er 31 dollar per aksje, noe som er 62 prosent høyere enn gårdagens aksjekurs. Microsoft tilbyr seg å betale kjøpet i kontanter, men lar aksjonærene velge om de heller vil ha betaling i Microsoft-aksjer.

Amerikanske IT-aksjer har svingt kraftig den første måneden i år, og børsene preges av stor usikkerhet. Microsoft er imidlertid fortsatt en solid pengemaskin, og med en såpass stor budpremie er det gode muligheter for at Yahoo-aksjonærene takker ja til oppkjøpstilbudet denne gangen.

Her er brevet som Microsoft sendte til Yahoo's styre i forbindelse med budet:

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

today 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

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