
Kevin Johnson, president of Microsoft’s platforms and services division, sent the following letter to Microsoft employees today. He outlines the deal that Microsoft offered Yahoo, and argues it would have been better for Yahoo than the Google deal. Specifically, he estimates Microsoft’s offer would have added $1 billion to Yahoo’s operating profits. (In contrast, the Google deal is expected to add $800 million in revenues, and less than that in operating profits).
The letter reveals that the three components of the deal Microsoft offered Yahoo were:
1. Microsoft would have invested $8 billion in Yahoo! at $35/share;
2. Microsoft would have purchased Yahoo!’s search assets for $1 billion, and assumed the operations and R&D expense while returning data back to Yahoo! for use in their advertising business; and
3. Microsoft and Yahoo! would have entered into a long-term search partnership, where Microsoft would have provided favorable economics to Yahoo! search, including a three-year guarantee of higher monetization than Yahoo!’s Panama paid search system currently provides.
Here is the full text of the letter.
From: Kevin Johnson
Sent: Friday, June 13, 2008 2:20 PM
To: Platforms & Services Division; APSP FTE - Adv & Pub Solutions Platform; Employees.all.corpXXXXXXXXXXXXXX
Cc: Executive Staff and Direct Reports
Subject: Update on our Yahoo! discussionsI wanted to take an opportunity to provide my thoughts and perspective on the conclusion of our discussions with Yahoo!, and its announcement of a commercial agreement with Google.
As I shared in my mail on May 18 (see attached), we have better options than a full combination with Yahoo! at the price it suggested, and we have moved forward on our strategy to grow our online business.
Let me share a little background with you. When we made our original proposal on February 1st to combine with Yahoo!, we offered a 62% premium that was based on a desire to reach an agreement in short order. The faster we could reach an agreement, the sooner we could begin the regulatory process and create value through this combination.
In a March 10th meeting in Palo Alto, we explained to Yahoo! management the importance of reaching an agreement by the end of April in order to have an opportunity to complete the regulatory process by the end of this calendar year. Because we could not come to an agreement on price by the end of April and given our concerns about Yahoo!’s business performance, we elected to withdraw our bid and pursue better options for Microsoft.
During the last few weeks, we spent a considerable amount of time with Yahoo! discussing an alternative proposal around search. Specifically, this search proposal had three components:
—Microsoft would have invested $8 billion in Yahoo! at $35/share;
—Microsoft would have purchased Yahoo!’s search assets for $1 billion, and assumed the operations and R&D expense while returning data back to Yahoo! for use in their advertising business; and
—Microsoft and Yahoo! would have entered into a long-term search partnership, where Microsoft would have provided favorable economics to Yahoo! search, including a three-year guarantee of higher monetization than Yahoo!’s Panama paid search system currently provides.
This partnership would have created a stronger competitor to Google, providing greater choice and innovation for advertisers, publishers and consumers. This approach could have been implemented quickly and would have simplified the integration process for both parties. It would have also established the basis for a long-term Internet partnership between Yahoo! and Microsoft.
We believe this proposal would have created compelling value for Yahoo! and its shareholders in at least three ways:
—New Transfer of Cash to Yahoo! Shareholders. This proposal would have transferred $9 billion from Microsoft to Yahoo!, which could have been used by Yahoo! to reward their shareholders.
—A More Profitable Ongoing Business. This proposal would have resulted in higher operating income on an annual basis for Yahoo!, with our projections more than doubling Yahoo!’s operating income in the first year of operation, and increasing it by more than $1 billion above its current operating income level.
—A More Compelling Search Offering. The combination of the search platforms would have unlocked new R&D innovation, eliminated redundant engineering efforts and allowed for greater scale in serving our customers.
Taken together, we believe that our proposal would have created total value for Yahoo!’s shareholders in excess of $33 per share.
Unfortunately Yahoo! has chosen a different course, and yesterday announced an agreement that would start to consolidate over 90% of the paid search advertising market in Google’s hands. This will make the market far less competitive. There are many experts who suggest that a host of legal and regulatory problems lie ahead for Google and Yahoo!.
Regardless of Yahoo!’s decision, we will continue to move forward on our strategy in online services and advertising.
Since my mail on May 18, we have been making great progress. At our advance08 conference, we announced Live Search cashback and Live Search Farecast, and the initial response to these user experience and business model innovations in search has been very positive. On June 2nd, we also announced a distribution deal with HP, the world’s largest PC manufacturer, to install a Live Search-enabled toolbar on all HP consumer PCs planned to ship in the United States and Canada, beginning in January 2009.
We look forward to sharing more milestones and details on our plans as we head to MGX and our Financial Analyst Meeting in July.
I remain confident in our assets, plans and people to succeed in building our online business. Thanks again for your commitment and focus.
Regards,
Kevin Johnson l President Microsoft Platforms & Services Division l





What strategic move is this? Getting the troops back on board a lacking strategy?
Thanks for sharing the other perspective of the deal.
Not too surprising, a rallying call. Though any sensible employee knows that MS’s search ambitions are pretty much over.
Dear Fellow softies,
Come by and help me pack my boxes. I have just strengthened Google and weakened our already crappy internet division.
Hasta, Kevin
p.s. Bring some boxes for Steve as well
What a bunch of disingenuous BS from the evil empire and Kevin Johnson. Have these people no conscience? What the hell do Microsoft employees care about this crap. Johnson is simply is creating a paper trail for Carl Icahn and the other losers to go after Yahoo and make Yahoo miserable to Microsoft’s advantage.
These guys from Redmond are the most unconscionable people I’ve ever seen, and they act no different now than they ever did. A piece of advice. Never go near Microsoft. They are dog fleas. Tape worms. Fungi. Yang knows this. I don’t blame him for his actions.
Johnson. You and your fellow executives at Microsoft are shallow pr*cks.
I’m still amazed why they picked Yang as CEO. A CEO’s job is HARD and you get that job by years of fighting in the trenches. Yang never needed to do any of that. Ever since Yahoo! was a startup, they’ve always had experienced management in charge. Yang never had to attend the school of hard knocks, he just had to sit back as Chief Yahoo! and enjoy his billions.
I can’t comprehend the sheer incompetence of the board to put this guy in charge. It stuns me to no end.
@5 - for you and all the MS haters: well, at least you made out good in this deal.
Even though Yahoo gave away the search business and is now Google’s bitch.
Even though Yang has created an environment where shareholders and employees are jumping ship in droves.
Even though most analysts are *still* holding out for a possible MS deal to save the company.
But hey, that’s nothing compared to the possibility of some Microsoft logo signs out in the parking lot. Because THAT would have been bad.
(btw, this is sarcasm.)
I could understand a Microsoft exec trying to convince Yahoo, Carl, or the media that their offer was better, but when you have to convince your own troops that your offer was really better for Yahoo it’s concerning. Is Kevin trying to push the internal wisdom that the failure of the deal was Yahoo’s own myopia?
As I see it, MS and Yahoo both share the view that though their search properties are currently far behind Google’s in value, they represent the greatest potential area for revenue growth. It’s quite hypocritical to value your own #3 search property so highly based on its future potential, while putting an extremely low $1B valuation on Yahoo’s #2 search property based on its current monetization.
By this logic Microsoft should jump at the opportunity to sell Live Search to Yahoo for $1B, since their property has less traffic and generates less revenue than Yahoo! Search. I’d like to see Yahoo make this offer.
jamboree,
Do you mean experienced management like Terry Semel, or maybe like John Sculley?
Or do you mean experienced management like Larry Ellison, Bill Gates, Steve Jobs and Michael Dell.
I would really like to know what your criteria are. Because the last for billionaire CEOs I just named, never had any CEO experience before they were head of their companies.
The first two, Semel and Sculley, are just two examples of CEO’s with experience who ran their companies into the ground. They are far from billionaires, and I doubt whether either one of them has a real job at the moment.
Yang is a brilliant guy. He could run circles around most CEO’s. He’s got a lot of problems dealing with a bloated and misdirected organization at Yahoo. His industry is incredibly competitive. His competitors at Google and Microsoft are are animals.
Jack Welsh couldn’t fix GE overnight. Lou Gerstner couldn’t fix IBM overnight. Why does everyone think Yang should fix Yahoo overnight.
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#9
theirs fixin, and then their’s fuxin … yang did the latter
Yang is far from brilliant. He’s a smart computer guy but not a business guy.
He caught the Internet wave but has shown no fight.
I’d sink my ship before handing it over to a competitor.
If I was still at MSFT and working for KJ and got this e-mail, I’d be wondering how much Yahoo! must hate MS to turn down such a great offer, not how great MS is. Not much of a morale booster.
Either somebody didn’t realize that it would be a morale mistake to send this memo, or it was only meant to be leaked. Seems like it would piss off Yahoo shareholders a lot more than fire up Microsoft employees.
Microsoft is dumb, but they aren’t stupid if you know what I mean.
Jerry Yang probably lost a few hundred millions for this.
but he can afford it… others can’t.
This sounds like it was written to the SEC regulators. I think that they are hoping that the SEC will break the Yahoo!/Google deal.
If it can be proven that this deal was better and Yang turned it down, it will be yet another thing the Icahn and the other shareholders have against him.
I think Yahoo should have took the MS deal rather than try to make some BS plan with unrealistic projections in a seriously weak attempt to inflate the price.
As far as Microsoft’s letter to the troops… looks more like it was meant for the public as an attempt to discredit Yahoo! and anger it’s shareholders. Search is ruled by Google and MS’s only chance at anything worthwhile in the search industry is to buy searchers with their new “cash back” program.
That’s still sounds cheap for the assets of Yahoo!
Does Yahoo really hate Microsoft THAT much?
http://www.forbes.com/technolo.....2yang.html
Without the Yahoo deal, Microsoft will be worse off. Let’s look at the opportunity cost in this game. Microsoft market cap is $270B. Their operating system and office productivity suite market is not growing as fast, so is their server technologies, so is their search, and so is their browser market. These are being threatened. Not buying Yahoo is a big and grave lost for Microsoft, their revenue of $55B won’t be sustainable once their OS and office suite be entrenched by OpenOffice and other online office suite. This will shift their ability to price monopolistically. I would guess after a few bad earnings with Google gaining more search marketshare from Microsoft, the $270B will become $220B within the next 6 months. This will be a greater loss to Microsoft than paying a premium for Yahoo.
Microsoft is dumb to pass off acquiring Yahoo because that’s their only chance to increase search ad revenues. Otherwise, they will continue to be second rated and can’t charge as high as google per search term. Eventually, the cost per search will dwindle as more and more people use Google for search as oppose to Microsoft, and eventually Microsoft will be out of the search game altogether and can’t command any price for search term.
I don’t think Microsoft will give up on Yahoo. They will find a ways to acquire Yahoo search one way or another, or else their market cap is going to TANK!
Yang is a moron.
This was certainly no morale boosting e-mail. As an employee and shareholder I want to know what the company is doing, especially as it relates to highly publicized negotiations like this one. This e-mail is meant to be informative and I appreciate the gesture.
Morale boosting e-mails typically don’t come with subject lines as bland as, “Update on our Yahoo! discussions.”
Wow Sheryl Twain comment #5:
I am impressed, I didn’t know 8 year olds could string that many big words and foul comments together in a couple of paragraphs!
Do you know any of these individuals personally to be able to express this much insight?
The only person who is ‘evil’ here is Jerry Yang which I have a suspicion might actually be on here posing as Sheryl Twain!
@23
Do you know what you are talking about? This is a game of negotiation. Microsoft has more to lose in the coming future if they don’t chase the technology. Just like software with any companies out there. Look at software companies that have been killed before, Novell, Corel, Borland, etc. If you don’t quick embrace the new frontier, you going to lose more than you THINK!
I suspect within 6 months time, without acquiring Yahoo search marketshare, Microsoft market cap will dwindle from $270B to $220B. I’m being generous here because at the pace technology is moving, M$ Office won’t command as much as it would today, at $399.99.
Interesting… The header of the email (Employees.all.corpXXXXXXXXXXXXXX) suggests that this was sent to all MS employees internally. I’m working at MS and never received this mail and personally don’t know anyone who did. This makes me want to question the authenticity of the mail quoted here (at minimum the header). I’m just a bit suspicious…
Seriously..if this letter is true, wtf is Yang doing? Someone offers him more money and he’d rather works with Google. Something is really really wrong in the Yahoo headquarter? Why do they hate MS that much?
MS is a bunch of losers. They can’t get anything right. This email reads like a ‘cover your ass’ email. Both Johnson and Ballmer should be fired for not getting this deal done.
Microsoft sounds like the girl in high school who complained that people weren’t spreading rumors that she’s a slut.
Yang and company has to go.
People always tend to complain against Microsoft for some strange reason which is beyond my comprehension.
These people made Microsoft what it is today. It’s extremely simple. They made an offer - and it didn’t work out. They refused to raise the price by as much as Yahoo wanted, and Microsoft refused to pay.
This happens everyday in the corporate world. Grow up people. While it would’ve been great for them to acquire Yahoo, they can easily build their own brand in the same amount of money, plus forget all the hassles of working with a failing company. Yahoo is slipping. That’s the truth.
This happens everyday in the corporate world. Grow up people. While it would’ve been great for them to acquire Yahoo, they can easily build their own brand in the same amount of money, plus forget all the hassles of working with a failing company. Yahoo is slipping.
Time is not on Microsoft side. When Microsoft was behind with browser market, they leverage their operating system monopoly to dominate it, killing off Netscape in 2-3 years. They are attempting the same with search. That’s why they announced the default search engine for IE on all HP PC is Microsoft search.
I think it’s best if consumers boycott HP because HP is an unethical company and that their products are poorly design. I had my experience with their inkjet printer, it died after 3 months of use, piece of crap. HP used to make good products, somehow that’s been going downhill ever since Mark Hurd takes the helm. I guessed it took sometime for people to realize the number of layoffs they made impact quality.
These people made Microsoft what it is today. It’s extremely simple. They made an offer - and it didn’t work out. They refused to raise the price by as much as Yahoo wanted, and Microsoft refused to pay.
Oh please. In the old days - when these people were making Microsoft what it is today - Microsoft would have made an offer that Yahoo couldn’t refuse. Microsoft doesn’t have that leverage anymore, plain and simple.
This is a great back room strategy to create this mail, leak it to outsiders and ensure that it reaches a lot of yahoo employees. As I have always maintained, the story is not over. Yahoo is struggling to get into a deal with with google who do not seem to be in a hurry to oblige. Cahn’s salvos also are playing havoc with the morale at yahoo. Just watch what happens now.
Hmmm. Let’s see.
1. Microsoft would have invested $8 billion in Yahoo! at $35/share;
– OK
2. Microsoft would have purchased Yahoo!’s search assets for $1 billion, and assumed the operations and R&D expense while returning data back to Yahoo! for use in their advertising business;
– But that’s a one time payment, not $800M a year for 10 years, a number that is surely a low-ball estimate so as not to overpromise. (Knowing Google’s ability to monetize, it will be more.) This is apples and oranges.
3. Microsoft and Yahoo! would have entered into a long-term search partnership, where Microsoft would have provided favorable economics to Yahoo! search, including a three-year guarantee of higher monetization than Yahoo!’s Panama paid search system currently provides.
– If Yahoo can’t compete with Google for search monetization, how can Microsoft? This is just Microsoft writing another check it can’t afford to cash. And the sum total of which will be far below what Google will make for Yahoo.
I don’t see how anyone can criticize Yahoo for taking Google’s money to reinvest in their own efforts to grow their footprint, either in search or in display. What would be the alternative? Turn down the money just to preserve the illusion of competition, to make the DOJ and some bozo analysts or bloggers happy? Keep this separate from the discussion of whether or not they should have taken the buyout offer from Microsoft. They probably should have. But now that we’re beyond that, the question is whether this is the right deal for Yahoo and for the industry. The answer is — painful as it is to admit — yes on both counts.
That’s still sounds cheap for the assets of Yahoo!
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Better for… Microsoft.
Arrington et. al. are missing the point. This is a war of attrition. Yahoo fully accepts its fall from grace, but also knows that Microsoft’s inflated stock is next inline. Yahoo is betting that two years from now, Microsoft will be trying to sell copies of Vista for less than Halo IV - and still not succeeding.
Meanwhile, all these temporal shakeups don’t change the internet’s basic use: More people, a LOT more people, visit Yahoo everyday and spend more time on its web properties, than visit Microsoft.
In fact, a year from now, the average user will spend more time on Yahoo’s site in a week, than they will on Microsoft’s (MSN, whatever) in a year.
That’s why Microsoft is swallowing the big L pill this week. Losers.