五月 04, 2008
微软宣布放弃收购 Yahoo
由. Ghost 将文章归档于 微软动态
网谈消息，微软 CEO Steve Ballmer 今天向 Yahoo CEO 杨致远发出信函，宣布放弃收购。Steve Ballmer 也在信中证实，微软确实曾将收购报价提高到 33 美元/股，但 Yahoo 索要 37 美元/股。
Steve Ballmer 称，经过认真考虑后，他们认为 Yahoo 提出的要求是不合理的，因此收回了收购提议，这对微软股东、职员和其他股东都是最好的结果。他表示，虽然微软做出了最大努力，包括将报价提高了 50 亿美元，但 Yahoo 一直不肯接受。对此，Yahoo 尚未发表评论。
在信中，Steve Ballmer 也表达了对 Yahoo 和 Google 结成更为密切联盟的担忧，除了竞争考虑外，还有担心 Google 在网络广告价格上增强了控制力量。他将密切关注美国联邦反垄断调查机构会如何看待这种联盟。
有消息称，Google 的代表已经证实，美国司法部的检察官们已经开始调查 Yahoo 和 Google 的临时合作关系。Steve Ballmer 认为，如果两家公司建立更为密切的合作，肯定会引发反垄断调查。
分析师们认为，如果微软完全抛弃收购努力，Yahoo 的股票即将大跌。微软称，放弃收购后将独自实施自己的网络计划。Steve Ballmer 在公司发表的声明中表示，他们依然相信提出的收购方案对两家公司仍至整个市场都是合理的。
他认为，微软的目标是寻求与 Yahoo 联合，为两家公司的股东和职员创造真正的价值，为市场提供更多、更好的选择和革新技术。
微软平台及服务部门总裁 Kevin Johnson 称，微软在新工具和网络体验上投入了巨资，已经大幅改进了搜索技术，提高了广告主的满意度，他们将继续通过内部增长及合作伙伴的帮助，扩大自己的规模。
实际上 Yahoo 的部分高层从 2 月微软首次提出收购方案时，就一直反对。最近 Yahoo 一直在与 AOL、Google 等谈判，很多业界人士都认为，这是为阻止微软收购所做的努力。
以下是微软的官方新闻稿：
REDMOND, Wash., May 3, 2008 - Microsoft Corp. (NASDAQ: MSFT) today announced that it has withdrawn its proposal to acquire Yahoo! Inc. (NASDAQ: YHOO).
"We continue to believe that our proposed acquisition made sense for Microsoft, Yahoo! and the market as a whole. Our goal in pursuing a combination with Yahoo! was to provide greater choice and innovation in the marketplace and create real value for our respective stockholders and employees," said Steve Ballmer, chief executive officer of Microsoft.
"Despite our best efforts, including raising our bid by roughly $5 billion, Yahoo! has not moved toward accepting our offer. After careful consideration, we believe the economics demanded by Yahoo! do not make sense for us, and it is in the best interests of Microsoft stockholders, employees and other stakeholders to withdraw our proposal," said Ballmer.
"We have a talented team in place and a compelling plan to grow our business through innovative new services and strategic transactions with other business partners. While Yahoo! would have accelerated our strategy, I am confident that we can continue to move forward toward our goals," Ballmer said.
"We are investing heavily in new tools and Web experiences, we have dramatically improved our search performance and advertiser satisfaction, and we will continue to build our scale through organic growth and partnerships," said Kevin Johnson, Microsoft president for platforms and services.
Below is the text of the letter from Microsoft CEO Steve Ballmer to Yahoo! CEO Jerry Yang.
May 3, 2008
Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Dear Jerry:
After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.
I first want to convey my personal thanks to you, your management team, and Yahoo!'s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.
I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.
In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.
Also, after giving this week's conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.
We regard with particular concern your apparent planning to respond to a "hostile" bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:
• First, it would fundamentally undermine Yahoo!'s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.
• Given this, it would impair Yahoo's ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.
• In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.
• This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.
• It could foreclose any chance of a combination with any other search provider that is not already relying on Google's search services.
Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft's proposal to acquire Yahoo!.
We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.
I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.
But clearly a deal is not to be.
Thank you again for the time we have spent together discussing this.
Sincerely yours,
Steven A. Ballmer
Chief Executive Officer
Microsoft Corporation
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微软 收购 Yahoo 业界动态
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