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	<title>BoomTown &#187; proposal</title>
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		<title>Liveblogging the 2009 Yahoo Annual Meeting: Carol-tastic!</title>
		<link>http://kara.allthingsd.com/20090625/liveblogging-the-yahoo-annual-meeting-carol-tastic/</link>
		<comments>http://kara.allthingsd.com/20090625/liveblogging-the-yahoo-annual-meeting-carol-tastic/#comments</comments>
		<pubDate>Thu, 25 Jun 2009 17:18:06 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<description><![CDATA[BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.

Here is a rundown of what went on.

10:05 am: The meeting kicks off with a little video presentation with various and sundry television talking heads saying "Yahoo" in quick succession.

Actually, this was the year during which all of those hype-magnets repeated "Twitter" so many times that it has began to make my ears bleed.

But I like the spirit of trying to make Yahoo seem relevant and innovative again.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2009/06/boredcat-isbored.jpg"><img src="http://kara.allthingsd.com/files/2009/06/boredcat-isbored-250x187.jpg" alt="boredcat-isbored" title="boredcat-isbored" width="250" height="187" class="alignright size-medium wp-image-15073" /></a></p>
<p>BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.</p>
<p>Here is a rundown of what went on.</p>
<p><strong>10:05 am:</strong> The meeting kicked off with a little video presentation with various and sundry television talking heads saying &#8220;Yahoo&#8221; in quick succession.</p>
<p>Actually, this was the year during which all of those hype-magnets repeated &#8220;Twitter&#8221;&#8211;the hottest media trend these days&#8211;so many times that it has began to make my ears bleed.</p>
<p>But I like the spirit of trying to make Yahoo (YHOO) seem relevant and innovative again.</p>
<p>Then, CEO Carol Bartz (pictured below) walked onto the small stage in the California Ballroom, declaring: &#8220;Well, that made me feel good.&#8221;</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/547701959_4qebh-ljpg.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/547701959_4qebh-ljpg-250x166.jpg" alt="547701959_4qebh-ljpg" title="547701959_4qebh-ljpg" width="250" height="166" class="alignleft size-medium wp-image-15094" /></a></p>
<p>Exactly when does Carol <em>not</em> feel good?</p>
<p>She explained why: &#8220;I am having a ball,&#8221; speaking about her rehaul job at Yahoo, and then thanked shareholders after what was &#8220;a tough year last year.&#8221;</p>
<p>The board was introduced, with most of them being present at the meeting, except for Ron Burkle and Carl Icahn. </p>
<p><strong>10:12 am:</strong> General Counsel Mike Callahan comes on with the blah-blah-blah about rules and votes.</p>
<p>I soon started thinking of the lovely breakfast pastries outside that I passed by outside. <em>Drat!</em></p>
<p>This year, the 12-member board, now including Bartz, was up for reelection.</p>
<p>Last year, as you might remember, many of those board members were under siege by shareholder discontent.</p>
<p>Not in 2009. A major shareholder who was unhappy last year told me there would be no protest vote.</p>
<p>&#8220;Carol is doing a good job,&#8221; said the investor.</p>
<p>Yahoo was also asking for approval of its accounting firm, Price Waterhouse.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/vote.jpg"><img src="http://kara.allthingsd.com/files/2009/06/vote-250x252.jpg" alt="vote" title="vote" width="250" height="252" class="alignright size-medium wp-image-15096" /></a></p>
<p>There were several important votes before the shareholders.</p>
<p>One was a standard one regarding executive compensation or a “say on pay” proposal, which was introduced by an outside stockholder.</p>
<p>Yahoo&#8217;s board recommended against it.</p>
<p>Another proposal regarded changes to be made to a 1995 stock plan and to a 1996 employee stock purchase plan.</p>
<p>The latter was most important, because it was a request to authorize more shares for future employee options grants. It will mean a large addition to the pool&#8211;30 million more shares&#8211;if authorized.</p>
<p>The stock will be used to keep valuable Yahoo talent in place. Good idea.</p>
<p><strong>10:23 am:</strong> The floor was then opened for comments on the proposal and ballots were collected. </p>
<p>I was <em>not</em> on the edge of my seat. </p>
<p>Like clockwork or an election in the former Soviet Union, the board was elected, the stock plans approved and Price Waterhouse was in.</p>
<p>The &#8220;say for pay&#8221; proposal? It went down in defeat.</p>
<p>The people have spoken!</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/jerry_yangjpg2.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/jerry_yangjpg2-200x300.jpg" alt="jerry_yangjpg2" title="jerry_yangjpg2" width="200" height="300" class="alignleft size-medium wp-image-15101" /></a></p>
<p><strong>10:29 pm:</strong> Bartz took back the stage, which immediately livened things up.</p>
<p>She went through the history of her coming to Yahoo, which began with former Yahoo CEO and Co-Founder Jerry Yang (pictured here) asking if she was interested in the job at a Cisco (CSCO) board meeting.</p>
<p>Both are on its board.</p>
<p>Bartz also briefly recounted her meeting with Yang at his house, although she minimized the insulting aspect of the story.</p>
<p>She has maximized it in other tellings&#8211;such as in an <a href="http://d7.allthingsd.com/20090618/yahoo-ceo-carol-bartz-the-full-d7-session-unexpurgated">onstage interview with me recently</a> at the <strong>D: All Things Digital</strong> conference.</p>
<p>The basic thrust of the story was that Yahoo was a big mess that needed the Carol treatment.</p>
<p>Bartz, of course, did not stress that as much today. After all, Yang was sitting right in front of her.</p>
<p>Bartz noted that she has been asked about two things since coming on board: </p>
<p>What about a deal with Microsoft? And what the heck is Yahoo anyway?</p>
<p>She had nothing to say about Microsoft (MSFT) and said it would be said publicly only after any such deal was struck.</p>
<p>Actually, she has commented about talks with the software giant publicly many times, but let&#8217;s overlook that.</p>
<p>The Bartz went into the definition of Yahoo. It&#8217;s simple, she said. The largest global online media company. With technology. That everyone knows. Plus email.</p>
<p><strong>10:34 am:</strong> Bartz ran through the new staff she has put in place, such as CMO Elisa Steele and others.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/inf_spacedebrisjpg.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/inf_spacedebrisjpg-250x250.jpg" alt="inf_spacedebrisjpg" title="inf_spacedebrisjpg" width="250" height="250" class="alignright size-medium wp-image-15099" /></a></p>
<p>She then moved onto the top-to-bottom reviews she has been doing of Yahoo.</p>
<p>Including what she dubbed &#8220;space debris,&#8221; which are Yahoo sites that should be shut down, repaired or outsourced.</p>
<p>Bartz&#8217;s tone? Calm and comforting and reassuring&#8211;less the live wire she usually telegraphs and more the I&#8217;m-in-charge-here-so-remain-calm vibe.</p>
<p>She hit all the big targets, for good measure. Front page. Mobile. And, of course, advertising. </p>
<p>&#8220;Yahoo has a distinct opportunity in this area,&#8221; said Bartz, referring to its online display ad business. &#8220;Advertisers come to us.&#8221;</p>
<p>She ended by calling Yahoo a &#8220;home,&#8221; which is <a href="http://kara.allthingsd.com/20090624/exclusive-yahoo-working-on-major-brand-overhaul-please-no-more-yodeling/">one theme the company is considering using as a brand strategy</a> in an massive overhaul it is working on.</p>
<p><strong>10:45 am:</strong> The floor was open for questions.</p>
<p>The first was a good one. Essentially, why is Google (GOOG) such a money machine when Yahoo is not? And why are its workers so much more productive in comparison?</p>
<p>&#8220;We have a very different model than Google,&#8221; said Bartz. &#8220;It has a cleaner process.&#8221;</p>
<p>As in, it is better at vacuuming up the dough!</p>
<p>Bartz, who has been trying mightily to end the Yahoo/Google comparison (smart move!), did not really give an answer.</p>
<p>&#8220;Please, this direct comparison model to Google is not fair and is frankly not relevant,&#8221; she said.</p>
<p>Well, it is actually quite a bit fair and a <em>lot</em> relevant, but we shall also overlook that one too (for now).</p>
<p><strong>10:49 am:</strong> A fan question about how it was good that Bartz has been taking the focus off of the Microsoft issue too.</p>
<p>He also liked that she said she would take piles of money from the software giant, though, in a search partnership deal.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/jon-kate-plus-8-dvdjpg1.jpeg"><img src="http://kara.allthingsd.com/files/2009/06/jon-kate-plus-8-dvdjpg1-221x300.jpg" alt="jon-kate-plus-8-dvdjpg1" title="jon-kate-plus-8-dvdjpg1" width="221" height="300" class="alignleft size-medium wp-image-15108" /></a></p>
<p>Then, the questioner dived right into the weeds, with questions about the front page, such as having too much dopey entertainment news on it.</p>
<p>Especially all that Jon &#038; Kate and their gazillion kids crap!</p>
<p>This is a favorite meme for Bartz, who proceeded to quickly one-up the question by strafing a perfect celebrity target.</p>
<p>&#8220;If I see another Britney Spears item, I am going to throw up,&#8221; she declared in nauseous solidarity.</p>
<p>She then mentioned something called a &#8220;fluffometer,&#8221; which is apparently taking care of this most pressing issue of our time&#8211;the Lindsay Lohan threat.</p>
<p>Will it defluff Yahoo?</p>
<p>Inquiring minds want to know.</p>
<p><strong>10:54 am:</strong> The inevitable China question was asked, of course, a query which has always tripped up previous Yahoo management. </p>
<p>&#8220;It&#8217;s very easy to get crosswise,&#8221; said Bartz, trying not to get crosswise.</p>
<p>She mentioned a recent human rights summit Yahoo had hosted. &#8220;We have actually done a lot, but it is never enough.&#8221;</p>
<p>Well, actually, Yahoo and many others did not do enough previously, but Bartz was pretty much steering clear of the thorny realities of doing business in China.</p>
<p>Then came the &#8220;vision&#8221; question.</p>
<p>Actually, Bartz said it was not about vision, but about growth. &#8220;We don&#8217;t have a vision problem, we have an execution problem,&#8221; she said. </p>
<p>Another question was asked about Internet censorship in China. </p>
<p>&#8220;I&#8217;m going to go real simple here: Yahoo was not incorporated to fix China,&#8221; she said. &#8220;It&#8217;s that simple.&#8221;</p>
<p>Bartz said the company was not going to take on every government in the world and that its &#8220;mistake&#8221;&#8211;referring to activists jailed due to Yahoo handing over information to the Chinese government&#8211;should not hound it forever.</p>
<p>Well, it should, but point taken.</p>
<p>The next question was about Iran and how popular Twitter is. Bartz said Yahoo was also in there.</p>
<p><strong>11:04 am:</strong> A questioner asked about Facebook and why the social networking site was so popular, even though Yahoo had better products.</p>
<p>Bartz said Yahoo was working hard on making those products more social. </p>
<p>The next questioner asked about whether another Google partnership deal with Yahoo could be reborn. That deal went down in defeat last year.</p>
<p><a href="http://kara.allthingsd.com/files/2009/06/unclesam.png"><img src="http://kara.allthingsd.com/files/2009/06/unclesam-250x300.png" alt="unclesam" title="unclesam" width="250" height="300" class="alignright size-medium wp-image-15113" /></a></p>
<p>&#8220;Justice is Justice,&#8221; said Bartz, referring to the federal government department&#8217;s opposition to the deal.</p>
<p>As in, you don&#8217;t tug on Superman&#8217;s cape, you don&#8217;t spit into the wind, you don&#8217;t pull the mask off the old Lone Ranger and you don&#8217;t mess around with Uncle Sam.</p>
<p>The next questioner asked about why Yahoo always told shareholders at meetings like this that it was doing great every year and then didn&#8217;t deliver.</p>
<p>Bear with us, said Bartz.</p>
<p>As to selling off its Alibaba assets in China: Not a good time to sell.</p>
<p><strong>11:09 am:</strong> A questioner asked whether Yahoo might buy a newspaper, like the New York Times (NYT).</p>
<p>Yes, that would be a good move&#8211;out of the frying pan into the fire!</p>
<p>I was sitting right next to one of its reporters, Miguel Helft. No comment!</p>
<p>Bartz then thanked the Yahoo shareholders for having faith.</p>
<p>As I said, it was Bartz&#8217;s first annual meeting. But, for Yahoo investors over the last several years, having a lot of faith&#8211;too often tested&#8211;kind of comes with the territory.</p>
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		<title>Microsoft Hits Back At Yahoo, But Offer Still Stands&#8211;With or Without Carl Icahn</title>
		<link>http://kara.allthingsd.com/20080714/microsoft-hits-back-at-yahoo-but-offer-still-stands-with-or-without-carl-icahn/</link>
		<comments>http://kara.allthingsd.com/20080714/microsoft-hits-back-at-yahoo-but-offer-still-stands-with-or-without-carl-icahn/#comments</comments>
		<pubDate>Mon, 14 Jul 2008 19:22:43 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2346</guid>
		<description><![CDATA[Microsoft hit back at Yahoo's account of its weekend talks about a search deal, in their own statement   this afternoon, noting that "Microsoft believes the statement contains inaccuracies that need to be corrected."

Translation of what Microsoft was saying about Yahoo: Liar, liar, pants on fire.

Those discussions collapsed on Saturday, after Yahoo rejected the terms, most especially a stipulation that Icahn take over the rest of Yahoo left over, after Microsoft bought its search business and Yahoo's Asian assets were sold off.

But sources close to Microsoft's thinking told BoomTown this afternoon that it would still offer the sweetened search deal without the requirement that Icahn take over.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/liar_liar_ver1.jpg"><img src="http://kara.allthingsd.com/files/2008/07/liar_liar_ver1-218x300.jpg" alt="" title="liar_liar_ver1" width="218" height="300" class="alignright size-medium wp-image-2348" /></a></p>
<p>Microsoft hit back at Yahoo&#8217;s account of its weekend talks about a search deal, in their own statement   this afternoon, noting that &#8220;Microsoft believes the statement contains inaccuracies that need to be corrected.&#8221;</p>
<p>BoomTown translation of what Microsoft was saying about Yahoo: Liar, liar, pants on fire.</p>
<p>(Here is the <a href="http://kara.allthingsd.com/20080714/the-full-text-of-microsofts-statement-about-its-most-recent-yahoo-search-talks/">full text of Microsoft&#8217;s statement</a>.)</p>
<p>The discussions for an enhanced search deal, which were brokered by activist investor Carl Icahn last week, are the latest flashpoint of the contentious but increasingly tedious battle that has broken out over the fate of Yahoo.</p>
<p>Those talks collapsed on Saturday, after Yahoo (YHOO) rejected the new terms, most especially a stipulation that Icahn take over the rest of Yahoo left over, after Microsoft (MSFT) bought its search business and Yahoo&#8217;s Asian assets were sold off.</p>
<p>But a source close to Microsoft&#8217;s thinking told BoomTown this afternoon that it still offering the sweetened search deal without the requirement that Icahn take over.</p>
<p>&#8220;We want to do the search deal,&#8221; said the source. &#8220;The new deal is not dependent on Carl.&#8221;</p>
<p><span id="more-2346"></span></p>
<p>The source did not give specifics on whether Microsoft would resubmit its offer to the Yahoo board or if the company felt it needed to.</p>
<p>Meanwhile, Icahn is waging a proxy battle against Yahoo and upped the ante on today by <a href="http://digitaldaily.allthingsd.com/20080714/icah/">writing yet another angry letter about Yahoo</a>, in the wake of the latest mess.</p>
<p>He and Microsoft joined forces a week ago, but even that seems subject to change.</p>
<p>A source close to Yahoo&#8217;s thinking disputes Microsoft&#8217;s account: &#8220;It was a joint proposal. They were on the phone together with us on more than one occasion pitching it. And look at point C in Carl&#8217;s release today&#8211;he admits governance was in it. This is completely disingenuous by Microsoft.&#8221;</p>
<p>Oh, the plot just keeps thickening, doesn&#8217;t it?</p>
<p>Nonetheless, in its statement, Microsoft did not even bother to hide its disdain for Yahoo, pretty much saying it had improved the deal to Yahoo Chairman Roy Bostock&#8217;s specifications.</p>
<p>And, indeed, the deal is much better, adding more guaranteed revenue, an increase in the TAC (traffic acquisition costs). </p>
<p>But, as opposed to Yahoo&#8217;s account, the Microsoft statement noted, &#8220;Microsoft&#8217;s proposal did not include changes to Yahoo&#8217;s governance.&#8221;</p>
<p>And so it goes.</p>
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		<title>The Full Text of Microsoft's Statement About Its Most Recent Yahoo Search Talks</title>
		<link>http://kara.allthingsd.com/20080714/the-full-text-of-microsofts-statement-about-its-most-recent-yahoo-search-talks/</link>
		<comments>http://kara.allthingsd.com/20080714/the-full-text-of-microsofts-statement-about-its-most-recent-yahoo-search-talks/#comments</comments>
		<pubDate>Mon, 14 Jul 2008 19:20:41 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2347</guid>
		<description><![CDATA[Here is the entire statement from Microsoft, released this afternoon, about its version of the new proposal it made with the help of activist investor Carl Icahn, who is waging a proxy fight against Yahoo.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/microsoft-yahoo.jpg"><img src="http://kara.allthingsd.com/files/2008/07/microsoft-yahoo-300x155.jpg" alt="" title="microsoft-yahoo" width="250" height="100" class="alignright size-medium wp-image-2335" /></a></p>
<p>Here is the entire statement from Microsoft (MSFT), released this afternoon, about its version of the <a href="http://kara.allthingsd.com/20080714/microsoft-hits-back-at-yahoo-but-offer-still-stands-with-or-without-carl-icahn/">new proposal it made</a> with the help of activist investor Carl Icahn, who is waging a proxy fight against Yahoo (YHOO):</p>
<p><span id="more-2347"></span></p>
<p><em><strong>Microsoft Sets the Record Straight</strong></p>
<p>REDMOND, Wash.&#8211;July 14, 2008&#8211;On the evening of July 12, Yahoo! Inc. released a statement relating to recent discussions involving Yahoo!, Microsoft Corporation, and Carl Icahn. Microsoft believes the statement contains inaccuracies that need to be corrected. Among other things, the enhanced proposal for an alternate search transaction that we submitted late Friday was submitted at the request of Yahoo! Chairman Roy Bostock as a result of apparent attempts by Mr. Icahn to have Microsoft and Yahoo! engage on a search transaction on terms Mr. Icahn believed Microsoft would be willing to accept and which Microsoft understands Mr. Icahn had discussed with Yahoo!.</p>
<p>Specifically, on Thursday afternoon, July 10, Mr. Bostock called [Microsoft CEO] Steve Ballmer&#8217;s office to arrange a call. On that subsequent call, Mr. Bostock told Mr. Ballmer that &#8220;with substantial guarantees on the table and an increase in the TAC (traffic acquisition cost) rate, there are the pillars of a search-only deal to be done.&#8221; Mr. Bostock encouraged Mr. Ballmer to submit a new proposal to Yahoo! for a search-only deal reflecting these terms.</p>
<p>After considering Yahoo&#8217;s request and taking into account Yahoo&#8217;s previous feedback about our prior search proposal, Microsoft determined late Friday to propose an enhanced search transaction. This proposal included significant revenue guarantees, higher TAC rates, an equity investment and an option for Yahoo! to extend the agreement over a 10-year period. </p>
<p>Microsoft&#8217;s proposal did not include changes to Yahoo&#8217;s governance. </p>
<p>At the time Microsoft submitted its enhanced proposal, Microsoft asked that Yahoo! confirm whether it would agree that the enhancements were sufficient to form the basis for the parties to engage in negotiations over the weekend on a letter of intent and more detailed term sheets. This discussion has been mischaracterized as a take-it-or-leave-it ultimatum, rather than a timetable in order to move forward to intensive negotiations. Yahoo! informed Microsoft on Saturday that it had rejected the proposal. </em></p>
<p>Here is <a href="http://kara.allthingsd.com/20080712/yahoos-statement-on-microsfticahn-joint-bid/">Yahoo&#8217;s full statement on the issue</a> on Saturday and <a href="http://kara.allthingsd.com/20080712/shocker-yahoo-doesnt-like-carl-icahn-as-microsoft-messenger/">BoomTown&#8217;s post on the conflagration</a>.</p>
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		<title>Yahoo's Statement on Microsoft/Icahn Joint Bid</title>
		<link>http://kara.allthingsd.com/20080712/yahoos-statement-on-microsfticahn-joint-bid/</link>
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		<pubDate>Sun, 13 Jul 2008 04:45:17 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<description><![CDATA[Here is the full statement from Yahoo, released tonight, about the new proposal from Microsoft and activist investor Carl Icahn, who is waging a proxy fight against Yahoo:

Yahoo! Inc., a leading global Internet company, confirmed today that it has rejected a joint proposal from Microsoft Corporation and Carl Icahn for a complex restructuring of Yahoo! that would include the acquisition of Yahoo!'s search business by Microsoft.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/microsoft-yahoo.jpg"><img src="http://kara.allthingsd.com/files/2008/07/microsoft-yahoo-300x155.jpg" alt="" title="microsoft-yahoo" width="250" height="100" class="alignright size-medium wp-image-2335" /></a></p>
<p>Here is the full statement from Yahoo (YHOO), released tonight, about <a href="http://kara.allthingsd.com/20080712/shocker-yahoo-doesnt-like-carl-icahn-as-microsoft-messenger/">the new proposal from Microsoft</a> (MSFT) and activist investor Carl Icahn, who is waging a proxy fight against Yahoo:</p>
<p><em>Yahoo! Inc., a leading global Internet company, confirmed today that it has rejected a joint proposal from Microsoft Corporation and Carl Icahn for a complex restructuring of Yahoo! that would include the acquisition of Yahoo!&#8217;s search business by Microsoft.</p>
<p>The proposal was made on Friday evening and Yahoo! was given less than 24 hours to accept the proposal, the fundamental terms of which Microsoft and Mr. Icahn made clear they were unwilling to negotiate. After reviewing the proposal with its legal and financial advisers, Yahoo!&#8217;s Board of Directors determined that accepting the proposal is not in the best interests of its stockholders.</p>
<p>The Board&#8217;s rejection of the proposal was based on a number of factors, including the following:</p>
<p>1. Yahoo!&#8217;s existing business plus its recently signed commercial agreement with Google has superior financial value and less complexity and risk than the Microsoft/Icahn proposal.</p>
<p>2. The Microsoft/Icahn proposal would preclude a potential sale of all of Yahoo! for a full and fair price, including a control premium.</p>
<p>3. The major component of the overall value per share asserted by Microsoft/Icahn would be in Yahoo!&#8217;s remaining non-search businesses which would be overseen by Mr. Icahn&#8217;s slate of directors, which has virtually no working knowledge of Yahoo!&#8217;s businesses.</p>
<p>4. The Microsoft/Icahn proposal would require the immediate replacement of the current Board and removal of the top management team at Yahoo!. The Yahoo! Board believes these moves would destabilize Yahoo! for the up to the one year it would take to gain regulatory approval for this deal.</p>
<p>Roy Bostock, Chairman of Yahoo! said, &#8220;This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!&#8217;s stockholders in mind. Clearly, Microsoft, having failed to advance in search, is aligning with the short-term objectives of Mr. Icahn to coerce Yahoo! into selling its core strategic search assets on terms that are highly advantageous to Microsoft, but disadvantageous to Yahoo! stockholders. Yahoo&#8217;s Board of Directors will not allow that to happen. Yahoo!&#8217;s Board remains open to any transaction that delivers full value to our stockholders&#8211;we just do not believe such a transaction should be dictated by Microsoft and a single short-term investor.&#8221;</p>
<p>Mr. Bostock continued, &#8220;After negotiating among themselves without the involvement of Yahoo!, Carl Icahn and Microsoft presented us with a &#8216;take it or leave it&#8217; proposal under which we would be required to restructure the Company, hand over to Microsoft Yahoo!&#8217;s valuable search business and to Carl Icahn the rest of the Company, giving us less than 24 hours to respond. It is ludicrous to think that our Board could accept such a proposal. While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders.&#8221;</p>
<p>Mr. Bostock also noted that Microsoft&#8217;s position that it would not deal with, or otherwise engage with, Yahoo!&#8217;s management to reach agreement on this proposal or to implement it, is completely absurd and irresponsible given the complexity of the deal&#8211;one that requires the removal of half of Yahoo!&#8217;s business from Yahoo! and then the integration of it into Microsoft.</p>
<p>Yahoo!&#8217;s Board points out that a transaction to acquire the whole company would be much more straightforward and involve far less risk than the new proposal or any similar alternative. The Board believes a whole company transaction could be negotiated and executed prior to August 1st. In rejecting the Microsoft/Icahn proposal, Yahoo! not only repeated its offer to sell the entire Company to Microsoft for at least $33 per share, but also offered to negotiate an improved search only transaction. Microsoft rejected both offers.</p>
<p>Ironically, Carl Icahn, who jointly with Microsoft developed and presented this proposal, had previously urged Yahoo! not to sell its search business to Microsoft. Specifically, in an interview on CNBC&#8217;s Fast Money program, on June 4, 2008, Mr. Icahn said, &#8220;… it&#8217;s crazy for this company now to do this alternative deal and give the store away, because obviously, an alternative deal is a poison pill because once you&#8217;ve done an alternative deal and given the search to Microsoft, you don&#8217;t need Microsoft to buy you anymore. So, that would be a poison pill&#8230;.&#8221;</p>
<p>Significantly, the Board believes Microsoft and Mr. Icahn are overstating the value their search and restructuring proposal would deliver to Yahoo! stockholders and are substantially understating the risks. Yahoo! noted that a transaction that would separate the Company&#8217;s search and display businesses is an undertaking of great complexity. While the Board acknowledges that the current proposal contains a number of improvements over Microsoft&#8217;s earlier proposal, the Yahoo! Board&#8217;s conclusion that the current proposal is not in the best interests of stockholders is based on a number of factors, including:</p>
<p>&#8211; The revenue guarantees suggested, which are conditional and subject to reduction, are well below the search revenue that the Company is expected to generate on its own and in association with its announced commercial agreement with Google. That agreement alone is estimated to generate $250 to $450 million of incremental cash flow for the first twelve months following implementation, while allowing Yahoo! to remain a principal in paid search;</p>
<p>&#8211; The success of the remaining Company is critically dependent on Microsoft&#8217;s ability to effectively monetize search;</p>
<p>&#8211; Microsoft/Icahn&#8217;s proposed Traffic Acquisition Costs rates are below market;</p>
<p>&#8211; The proposal calls for Yahoo! to sell its industry-leading algorithmic search business and its related strategic and valuable intellectual property portfolio for no incremental consideration; and</p>
<p>&#8211; Many of the components of the headline value that Mr. Icahn and Microsoft put forward, such as the spin-off of the Yahoo!&#8217;s Asian assets and the return of cash to stockholders, are steps that could be taken by Yahoo! on its own and the Board continues to evaluate these options.</p>
<p>Mr. Bostock concluded, &#8220;Microsoft and Mr. Icahn are trying to dismantle the Company and deliver our search business to Microsoft on terms that would be disadvantageous to Yahoo! stockholders. We are prepared to let our stockholders, not Microsoft and Carl Icahn, decide what is in their best interests and we look forward to the upcoming vote.&#8221;</em></p>
<p>Here is <a href="http://kara.allthingsd.com/20080714/the-full-text-of-microsofts-statement-about-its-most-recent-yahoo-search-talks/">Microsoft&#8217;s statement on the issue</a>. </p>
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