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	<title>BoomTown &#187; directors</title>
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		<title>"Total Fiction": There Is No $20 Billion Microsoft Deal to Buy Yahoo Search (Not Yet, at Least!)</title>
		<link>http://kara.allthingsd.com/20081129/total-fiction-there-is-no-20-billion-microsoft-deal-to-buy-yahoo-search/</link>
		<comments>http://kara.allthingsd.com/20081129/total-fiction-there-is-no-20-billion-microsoft-deal-to-buy-yahoo-search/#comments</comments>
		<pubDate>Sun, 30 Nov 2008 05:40:26 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Google]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[deal]]></category>
		<category><![CDATA[directors]]></category>
		<category><![CDATA[e-mail]]></category>
		<category><![CDATA[insider trading]]></category>
		<category><![CDATA[investors]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[John Miller]]></category>
		<category><![CDATA[market cap]]></category>
		<category><![CDATA[operating agreement]]></category>
		<category><![CDATA[revenue stream]]></category>
		<category><![CDATA[Ross Levinsohn]]></category>
		<category><![CDATA[shares]]></category>
		<category><![CDATA[Steve Ballmer]]></category>
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		<category><![CDATA[Times of London]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=7131</guid>
		<description><![CDATA[A report in the Times of London in which Microsoft would buy Yahoo's search business in a convoluted $20 billion deal that would include well-known Internet execs Jon Miller and Ross Levinsohn, is--in the words of one key player--"total fiction."

Actually, that's Levinsohn speaking, on the record. But that's also the essential word from all key players regarding the Times's report.

While Microsoft has long been interested in doing a search deal with Yahoo, BoomTown has spoken to top sources at Yahoo and Microsoft too and all scoff at such a deal taking place right now or that either side has been in any such discussions of late.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/11/imgpulp-fiction1.jpg"><img src="http://kara.allthingsd.com/files/2008/11/imgpulp-fiction1-211x300.jpg" alt="" title="imgpulp-fiction1" width="211" height="300" class="alignright size-medium wp-image-7136" /></a></p>
<p>A <a href="http://business.timesonline.co.uk/tol/business/industry_sectors/technology/article5258258.ece">report in the Times of London</a> in which Microsoft would buy Yahoo&#8217;s search business in a convoluted $20 billion deal that would include well-known Internet execs Jon Miller and Ross Levinsohn, is&#8211;in the words of one key player&#8211;&#8221;total fiction.&#8221;</p>
<p>Actually, that&#8217;s Levinsohn speaking, on the record. But that&#8217;s also the essential word from all key players regarding the Times&#8217;s report. </p>
<p>BoomTown has spoken to top sources at Yahoo (YHOO) and Microsoft (MSFT) too and all scoff at such a deal now taking place or that either side has been in any such discussions of late.</p>
<p>Yahoo&#8217;s entire market cap, in fact, is only $16 billion.</p>
<p>Rumors of Microsoft buying all of Yahoo have popped up regularly since it abandoned its failed takeover bid, all of which have been untrue. </p>
<p>That&#8217;s not to say there will not be some search deal between Yahoo and Microsoft, which seems more than likely at some point.</p>
<p>It makes sense on many levels and is supported by Carl Icahn, the Yahoo board member who <a href="http://kara.allthingsd.com/20081128/as-carl-icahn-buys-more-yahoo-shares-is-it-the-sign-that-a-ceo-choice-is-near/">upped his money-losing stake in the company last week</a>.</p>
<p>That stock purchase should be enough of a reason for there to be no Microsoft-Yahoo search deal imminent, given Icahn would be more than well aware of it and buying up almost seven million Yahoo shares&#8211;now at historic lows&#8211;only days ago would smack of insider trading.</p>
<p>Still, the report in the Times has an unusual level of detail, involving Microsoft giving large gobs of money to Levinsohn and Miller.</p>
<p>Wrote the Times:</p>
<blockquote><p>Under the terms of the proposed transaction, Microsoft would provide a $5 billion facility to the Miller and Levinsohn management team. The duo would raise an additional $5 billion from external investors.</p>
<p>This cash would be used to buy convertible preference shares and warrants which would give it a holding in excess of 30% of Yahoo.</p>
<p>The external investors would also have the right to appoint three of Yahoo&#8217;s 11 board directors. The talks with Yahoo involve Microsoft obtaining a 10-year operating agreement to manage the search business. It would also receive a two-year call option to buy the search business for $20 billion. That would leave Yahoo to run its own e-mail, messaging, and content services.&#8221;</p></blockquote>
<p>Sounds good, except it&#8217;s the first time Levinsohn has heard of the plan, he said. Sources at Microsoft and Yahoo also said there was no deal like that in the making at this point in time. </p>
<p>Earlier this year, there was also another deal involving Icahn, before he gave up his proxy fight against Yahoo in exchange for a board seat, which <a href="http://kara.allthingsd.com/20080630/yahoo-board-and-investors-burn-while-everyone-else-fiddles/">did involve Levinsohn and Miller taking over Yahoo</a>.</p>
<p>But, as has happened to many schemes involving Yahoo, it never came to pass.</p>
<p>Interestingly, there was also a similar investment deal as the one described in the Times, many months ago, just after Microsoft had walked away from its takeover battle for Yahoo.</p>
<p>It involved a <a href="http://kara.allthingsd.com/20080625/could-microsoft-get-control-of-yahoo-without-buying-it-investors-think-so/">very complex transaction involving Microsoft buying a large stake in Yahoo shares</a>, running Yahoo&#8217;s search business for a time period and giving Yahoo a huge guaranteed revenue stream.</p>
<p>But that deal had already been spurned by Yahoo for the search-ad deal with Google (GOOG), which collapsed recently under intense regulatory scrutiny. </p>
<p>That has focused a lot of attention back on a possible deal between Yahoo and Microsoft, the No. 2 and No. 3 players in search, both of which have been chasing Google without any success.</p>
<p>Microsoft, despite spending billions, has been lagging badly behind Yahoo, which has more than doubled its share.</p>
<p>And that is precisely why it has long been interested in acquiring Yahoo&#8217;s search business.</p>
<p>Microsoft CEO Steve Ballmer has said the software giant is not interested in buying Yahoo many, many times, although he has not ruled out a search deal of some sort. </p>
<p>But Microsoft, many sources said, has been waiting for Yahoo to get another CEO in place, after <a href="http://kara.allthingsd.com/20081117/boomtown-scoop-confirmed-the-entire-yahoo-press-release-on-yang-stepping-down-as-ceo/">Yahoo CEO Jerry Yang recently said he was stepping down</a> to make way for a new leader.</p>
<p>Yahoo has also said in recent days that it is not currently engaged in any kind of talks with Microsoft, even about a more likely search deal.</p>
<p>At least in this chapter of the drama that has engulfed Yahoo over the last year, believe them.</p>
<p><em>[Full disclosure, though run separately, The Times of London is owned by News Corp. which also owns this Web site.]</em></p>
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		<title>CNET and Jana: The Battle Drags On</title>
		<link>http://kara.allthingsd.com/20080514/cnet-and-jana-the-battle-drags-on/</link>
		<comments>http://kara.allthingsd.com/20080514/cnet-and-jana-the-battle-drags-on/#comments</comments>
		<pubDate>Wed, 14 May 2008 12:00:39 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[video]]></category>
		<category><![CDATA[activist]]></category>
		<category><![CDATA[Alex Interactive Media]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[CNet]]></category>
		<category><![CDATA[Delaware Supreme Court]]></category>
		<category><![CDATA[directors]]></category>
		<category><![CDATA[fight]]></category>
		<category><![CDATA[Jana Partners]]></category>
		<category><![CDATA[Neil Chase]]></category>
		<category><![CDATA[San Francisco]]></category>
		<category><![CDATA[Sandell Asset Management]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[Spark Capital]]></category>
		<category><![CDATA[Velocity Interactive Group]]></category>

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		<description><![CDATA[In another micro-move in the fight between activist shareholders and CNET, the Delaware Supreme Court given the thumbs up to a lower court ruling that the Jana Partners group can nominate a slate of directors to the board of San Francisco-based tech news and reviews site.

CNET has been fighting these efforts by Jana--along with Sandell Asset Management, Alex Interactive Media, Spark Capital and Velocity Interactive Group--to nominate two director and expand the board and add more of their own nominees--claiming it was contrary to its bylaw.

Apparently not!]]></description>
			<content:encoded><![CDATA[<p><img src='http://kara.allthingsd.com/files/2008/03/redball.gif' alt='cnet' class='alignleft' /></p>
<p>In another micro-move in the fight between activist shareholders and CNET, the Delaware Supreme Court has given the thumbs-up to a lower court ruling that the Jana Partners group can nominate a slate of directors to the board of the San Francisco-based tech news and reviews site.</p>
<p>CNET (CNET) has been fighting these efforts by Jana&#8211;along with Sandell Asset Management, Alex Interactive Media, Spark Capital and Velocity Interactive Group&#8211;to nominate two directors and expand the board and add more of their own nominees&#8211;claiming it was contrary to its bylaws.</p>
<p>Apparently not!</p>
<p><span id="more-1971"></span></p>
<p>What does this mean? Of course, that&#8217;s not clear at all, since Jana cannot force other shareholders to help them get what they want. </p>
<p>In fact, some other CNET shareholders I have queried recently seem nonplussed by either side in the <a href="http://kara.allthingsd.com/20080327/cnet-in-distress/">fight over the future direction of CNET</a>.</p>
<p>But while the mano-a-mano between the pair is certainly not as fast-moving as the Yahoo-Microsoft-and-now-Carl Icahn! mess, it has had some action.</p>
<p>On April 1, for example, <a href="http://kara.allthingsd.com/20080401/cnets-activist-investors-write-the-book-of-not-so-much-love/">Jana issued a testy report</a> about the company, noting:</p>
<p>&#8220;CNET&#8217;s current leadership now claims it can reverse course and begin creating shareholder value, but we believe they have offered no evidence that they can do so. Despite years of shareholder value destruction, CNET&#8217;s leadership during this time failed to act on the urgent need to make fundamental strategic and operational change, instead pursuing a failed expansion strategy even as CNET fell further behind. CNET&#8217;s leadership did not even start examining the basics of improving performance until we called for change, both publicly and directly with CNET&#8217;s Board of Directors.&#8221;</p>
<p>CNET, natch, <a href="http://kara.allthingsd.com/20080402/cnets-response-to-jana-thanks-but-no-thanks-you-fibber/">disagreed</a>: &#8220;CNET Networks added that while it welcomes the views of its stockholders, after a preliminary review, the white paper contains numerous misstatements and is misleading in many respects. The Company will respond in due course.&#8221;</p>
<p>Of course, BoomTown is poised to head over to CNET&#8217;s Second Street HQ to video-query CEO Neil Ashe tout de suite.</p>
<p>Neil, we&#8217;re waiting by the phone!</p>
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