July 18, 2008

Microsoft Searches Jump 15% After Live Cashback Launch

Michael Arrington

51 comments »

This isn’t enough data to declare Microsoft’s much derided Live Cashback search product a winner, but the first full month after it launched (June) shows a 15% gain in search volume v. the previous month, according to Comscore. This erases the previous month’s losses, bringing Microsoft up to 9.2% overall search share.

Live Search CashBack gives advertisers the option of offering users a direct rebate for purchases made after searching on Microsoft. The product shifts search advertising from cost-per-click (CPC) to cost-per-action (CPA) and give a lot of the revenue back to users.

Live Search Cashback isn’t designed to grab a ton of market share away from Google and Yahoo, but Microsoft is hopeful that more users will come to them when doing searches around buying goods online. And those queries tend to bring in the lion’s share of advertising dollars. This won’t affect Microsoft’s bottom line much, of course, since they are passing most of the money from purchases right back to consumers.

This is far from a definitive statement of Live Search Cashback’s success as an ongoing product, but the jump is an early sign that consumers may be intrigued. Let the debates continue.

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July 17, 2008

Microsoft Testing Self Serve Publisher Advertising Product For The First Time

Michael Arrington

35 comments »

Microsoft is testing a new pilot program that will let third party publishers add Microsoft’s contextual ads next to their content in a self-serve format. From what we can tell from the email below, it will be very similar to Google’ Adsense and Yahoo’s Publisher Network.

Google dominates this space (and all other contextual advertising) because it offers publishers far higher fees for ads. Yahoo and Microsoft have made up for that shortfall by offering guarantees in the past. Or in the case of Yahoo, by offering more flexible products like allowing their ads to be shown next to third party search results.

The new program will begin on July 21. No word on how Microsoft will get more money to these sites than what is offered by Google today but they are not requiring exclusivity: “You may also use Microsoft ads on the same sites and pages as Google ads as long as you do not have a specific exclusivity agreement with them.”

Putting ads on third parties is a controversial product, since advertisers expect the kinds of click throughs and conversions that they get from search. Earlier this week Google was sued for fraud because ads placed on parked pages weren’t producing results.

Still, if Microsoft is willing to take a bath and pay publishers more than Google does, they can get a lot of page views quickly and build up inventory.

Full email is below. I’ve contacted Microsoft for a comment. From what we can determine this is the first time Microsoft has experimented with a self-serve product. Until now, you had to enter into a partnership agreement with them and they only targeted very high traffic sites.

Update: A Microsoft spokesperson says this trial has actually been underway since earlier this year with a small group of publishers, but won’t say when or if this will officially roll out publicly.

Update 2: Microsoft has sent us the following statement:

Microsoft’s self-serve advertising offering for publishers is still under development and is currently in a private pilot phase, being tested by select publishers who met the participation requirements. The private pilot phase began earlier this year. A private, phased approach allows us to learn more about customer interest in content advertising and provide guidance as to how we can improve the product and deliver the right features required to meet publisher and advertiser needs. It’s our intention to continue to expand our high quality network and relevant audience gradually and intelligently over time for our advertisers. We will evaluate customer interest and product performance as we move through the private pilot, but we have no specific launch plans to announce at this time.

We encourage publishers who are interested in joining the pilot to fill out an interest form here: http://advertising.microsoft.com/publisher


Dear xxxxxx:

Thank you for your recent completion of the self-submission form on the Microsoft adCenter site for this program. Below is more information for you about the pilot. I can answer general questions you may have about participation. Please let me know if you would like to proceed and I can invite you formally on Monday July 21st to begin.

The pilot is small and not public, and participants will be asked to agree to a Confidentiality Statement before taking part – this means that you will not be able to blog about the program or discuss it outside of your company.. We would be seeking feedback and suggestions from you about the service, its interface, and its effectiveness in generating revenue for your site. There is no exclusivity requirement and no minimum requirement for the number of ad units you may implement. You may use other contextual ads on the same pages as Microsoft ads during the pilot or implement only on the most relevant pages on your site.

You may also use Microsoft ads on the same sites and pages as Google ads as long as you do not have a specific exclusivity agreement with them.

“Competitive Ads and Services: In order to prevent user confusion, we do not permit Google ads or search boxes to be published on websites that also contain other ads or services formatted to use the same layout and colors as the Google ads or search boxes on that site. Although you may sell ads directly on your site, it is your responsibility to ensure these ads cannot be confused with Google ads.”

In addition, please take note of the following:

•We would request that you agree to take part in the pilot for at least two months or two full payment cycles.

•Only publishers who are U.S. based may take part; completing a W9 form is necessary to receive payment.

•Click rates will be closely monitored during the pilot and publishers whose click rates give cause for concern or are anomalous will be removed from the program and will not be paid for clicks on their ads.

•Microsoft can make no guarantee regarding the amount of any payments you may receive for the ads shown on your website during this test although the purpose of the program is to monetize your site with contextual advertising.

•We would ask that you not use a third party provider to serve Microsoft ads during this test program. If this is an impossible obstacle for you, please contact me about it.

•For the purposes of the pilot, you will be limited to a single account but you may implement ads on up to ten approved web properties that comply with the Microsoft adCenter editorial guidelines.

Best regards,

XXXXXXXX (for Aditi) at Microsoft

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July 15, 2008

Google’s Talking Points For Today’s Antitrust Hearings: The Only One Who Won’t Like Our Yahoo Deal Is Microsoft

Erick Schonfeld

31 comments »

Both the Senate and House Judiciary Committees are holding separate hearings today on the antitrust issues raised by the proposed Google-Yahoo search advertising deal. (More details on the deal here). Microsoft’s general counsel Brad Smith, whose fought his own share of antitrust battles on behalf of Bill Gates, will be wagging the antitrust finger at Google. In his prepared testimony, he will claim that the deal potentially gives Google control of 90 percent of search ads, will lead to fewer choices and higher prices for advertisers, and raise serious privacy concerns for consumers. He will say:

If search is the gateway to the Internet, and most believe that it is, this deal will put Google in a position to own that gateway and the information that flows through it. Never before in the history of advertising has one company been in the position to control prices on up to 90 percent of advertising in a single medium. Not in television, not in radio, not in publishing. It should not happen on the Internet.

Google’s chief legal officer David Drummond will respond that the deal is good for consumers because they will see better ads, and good for advertisers and Web publishers because more people will click on those ads. He will maintain that Google will not control all of Yahoo’s search advertising, and will point out that Yahoo will compete in that arena, continuing to sell its own ads. It will also continue to compete in regular search. And as for privacy, Google and Yahoo will not exchange “personally identifiable information” about each user.

Here are Drummond’s talking points, which are summarized on the Google Policy Blog (where you can also find his full testimony):

* This agreement will be good for Internet users (who will see ads that are better targeted to their interests); advertisers (whose ads will be better matched to users’ interests, allowing them to reach potential customers more efficiently), and website publishers (who will see increased revenue from better-matched ads on their websites).

* Google and Yahoo! will remain vigorous competitors, and that competition will help fuel innovation that is good for users and the economy. As we’ve said before, commercial arrangements between competitors are commonplace in many industries. Antitrust regulators in the US have recognized that consumers can benefit form these arrangements, especially when one company has technical expertise that enables another company to improve the quality of its products.

* Our agreement will not increase Google’s share of search traffic, because Yahoo will continue to run its own search engine and compete in online search.

* We’re particularly excited that as part of the agreement, Yahoo! will make its instant messaging network interoperable with Google’s. This will mean easier and broader communication among a growing number of IM users, and enable users to choose among competing IM providers based on the merits and features of the services.

* We have taken a number of steps in the Yahoo! agreement to protect user privacy. As Google supplies ads to Yahoo! and its partners, personally identifiable information of individual Internet users will not be shared between the companies. Yahoo! will anonymize the IP address of a searcher’s computer before passing a search request to Google.

That last point about Yahoo anonymizing user IP addresses could set an interesting precedent. Advertisers would rather see those IP addresses freely shared across ad networks and Websites so that consumers can be targeted no matter where they go on the Web. But Yahoo and Google obviously felt it could have been a big enough issue to squirrel the deal with the government. As Congress looks at behavioral targeting in general further down the road, that could pop its head up again (even n a non-antitrust context).

These particular antitrust hearings have been brewing for a while. Google and Yahoo have tried to protect themselves against Microsoft’s criticisms by structuring the deal as a straightforward arms-length commercial agreement. And the fact that Microsoft has a lot at stake in seeing the deal squashed doesn’t make it the strongest witness at these hearings. It is not exactly a disinterested third party, since it is still trying to wrangle the search business from Yahoo itself.

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July 14, 2008

Microsoft Now Says Yahoo Came Crawling To Them (Again)

Erick Schonfeld

62 comments »

After Yahoo quickly rejected Microsoft’s latest offer to buy its search business this weekend, Microsoft has just issued its own statement in the “he-said, she-said” wars playing out in public between the two companies.

According to Microsoft, after talking to investor Carl Icahn, Yahoo chairman Roy Bostock basically came crawling on his knees to Microsoft CEO Steve Ballmer indicating that better guarantees could revive the search-only deal. (Yeah, right). Microsoft came back with a proposal that ” significant revenue guarantees, higher TAC rates, an equity investment and an option for Yahoo! to extend the agreement over a 10 year period.”

The deal broke down, partly because of Yahoo’s belief that it had to take it or leave it within 24 hours. Microsoft denies ever setting a 24-hour deadline. (Maybe Carl Icahn did?) Whatever happened, it sounds like some lines got crossed there with all the telephone tag. But what do you expect when you have a three-way negotiation going on?

Update: Here is Carl Icahn’s version of events, and Jerry Yang’s most recent talking points e-mail to the troops (all republished in full, along with Microsoft’s statement, after the break):

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July 12, 2008

New Microsoft Offer, Quickly Rejected

Michael Arrington

55 comments »

Yahoo rejected a new Microsoft offer to acquire Yahoo’s search business earlier this evening. The offer, which apparently was made on Friday in cooperation with Yahoo investor Carl Icahn, was a variation on Microsoft’s previous offer to acquire Yahoo’s search business in exchange for cash, a partial stock buyout and revenue guarantees, required the complete replacement of the Yahoo board and executive management team, had a 24 hour expiration period and stated that there was no room for negotiation.

Yahoo rejected it, saying that the Google search deal they’ve signed is a better deal and adding that the requirement to replace the board and executive team is “absurd and irresponsible given the complexity of the deal.” We, by the way, agree with both points.

Yahoo formally offered to sell itself whole to Microsoft in the release as well, saying “the Board believes a whole company transaction could be negotiated and executed prior to August 1st,” and suggesting Microsoft’s original $33 offer will work just fine for them right now.

Full text of release:


Yahoo! Rejects Microsoft/Icahn Search and Restructuring Proposal
Yahoo! Suggests Microsoft Make A Proposal To Acquire Whole Company

SUNNYVALE, Calif., Jul 12, 2008 (BUSINESS WIRE) — Yahoo! Inc. (Nasdaq:YHOO), 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.

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!’s Board of Directors determined that accepting the proposal is not in the best interests of its stockholders.

The Board’s rejection of the proposal was based on a number of factors, including the following:

1. Yahoo!’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.

2. The Microsoft/Icahn proposal would preclude a potential sale of all of Yahoo! for a full and fair price, including a control premium.

3. The major component of the overall value per share asserted by Microsoft/Icahn would be in Yahoo!’s remaining non-search businesses which would be overseen by Mr. Icahn’s slate of directors, which has virtually no working knowledge of Yahoo!’s businesses.

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.

Roy Bostock, Chairman of Yahoo! said, “This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!’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’s Board of Directors will not allow that to happen. Yahoo!’s Board remains open to any transaction that delivers full value to our stockholders - we just do not believe such a transaction should be dictated by Microsoft and a single short-term investor.”

Mr. Bostock continued, “After negotiating among themselves without the involvement of Yahoo!, Carl Icahn and Microsoft presented us with a ‘take it or leave it’ proposal under which we would be required to restructure the Company, hand over to Microsoft Yahoo!’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.”

Mr. Bostock also noted that Microsoft’s position that it would not deal with, or otherwise engage with, Yahoo!’s management to reach agreement on this proposal or to implement it, is completely absurd and irresponsible given the complexity of the deal - one that requires the removal of half of Yahoo!’s business from Yahoo! and then the integration of it into Microsoft.

Yahoo!’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.

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’s Fast Money program, on June 4, 2008, Mr. Icahn said, “… it’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’ve done an alternative deal and given the search to Microsoft, you don’t need Microsoft to buy you anymore. So, that would be a poison pill….”

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’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’s earlier proposal, the Yahoo! Board’s conclusion that the current proposal is not in the best interests of stockholders is based on a number of factors, including:

– 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;

– The success of the remaining Company is critically dependent on Microsoft’s ability to effectively monetize search;

– Microsoft/Icahn’s proposed Traffic Acquisition Costs rates are below market;

– 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

– Many of the components of the headline value that Mr. Icahn and Microsoft put forward, such as the spin-off of the Yahoo!’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.

Mr. Bostock concluded, “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.”

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July 9, 2008

Legg Mason’s Miller to Icahn: Put Up, Or Shut Up

Erick Schonfeld

27 comments »

The pitched battle between billionaire investor Carl Icahn and Yahoo for control of its board could hinge on whether Icahn can convince the company’s two largest institutional investors to vote for his alternate slate of directors. Those two investors are Gordon Crawford of Capital Research and Bill Miller of Legg Mason. As of May 7, they each controlled 16 percent and 6.7 percent of Yahoo stock, respectively. Icahn owns at least 4 percent. That’s more than a quarter of the voting shares between the three of them.

Crawford has reportedly threatened Yahoo that he might throw his support behind Icahn, although he hasn’t done it yet. And that was before Icahn’s Gossip Girl pact with Steve Ballmer to jointly destroy Yahoo.

Did that pact make any difference to change the minds of Crawfod or Mason? Asked by Reuters reporter Ken Li at the Allen Company conference in Sun Valley, Mason replies:

The difficulty with Icahn is he’d have more shareholder support if he would say he wouldn’t sell the company for less than $33.

In other words, put up or shut up. Despite plotting for hours with Steve Ballmer, the only agreement Icahn got out of Microsoft was to come back to the negotiating table to discuss another deal. And why wouldn’t Microsoft talk to a new board charged with selling the company? It could probably get it for a steal, certainly less than the $31 a share it originally offered. And you can forget about that $33 offer it later dangled in front of Yahoo, only to be rejected by Yang & Co.

Mason is basically saying that if Icahn can do the impossible and turn back the clock, he’d vote for Icahn’s board. Otherwise, investors would just be handing Microsoft the company for whatever price it wants. But Microsoft is not going to agree to any new price before the August 1 shareholder meeting.

It sounds like Ichan still has some convincing to do.

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July 8, 2008

Microsoft Launches Hosted Exchange Deals

Nik Cubrilovic

41 comments »

Microsoft has announced this morning the availability of hosted Exchange, Sharepoint, collaboration and communication as part of the Microsoft Online suite. The hosted platform is a direct competitor to the Google App platform, which is currently available either for free or for as little as $50 per year.

The service plans for the Microsoft deals start from $3 per user per month - and with that plan users get an Exchange mailbox with webmail access, sharepoint server access and the basic communication tools such as messenger. The full hosted Exchange and Sharepoint, along with collaboration tools, starts at $15 per user per month - which is around $180 per year. While the alternatives are a lot cheaper, for most businesses an Exchange-based solution is at a different level than what Google or any other web-based company can provide.

Exchange already has deep penetration into the enterprise, and the online platform and suite integrates nicely with existing windows domains - so users can easily move users and mailboxes between hosted online or hosted on the local network. Pricing is a little more than what it would be with just an Exchange license, but it includes the hosted environment, administration tools and integration into other products such as hosted Dynamics CRM.

Microsoft also announced this morning that they will be paying partners a 12% fee for all new customers that they refer to the platform. Microsoft has a very large partner base (over 15,000 of them are currently meeting at the partner conference where this was announced), who are all ready to go out and sell this solution into businesses at all levels - something that Google does not have.

Continue reading at Techcrunch IT >>

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Google Tops Reputation Survey in U.S.; No. 2 Worldwide. Do You Agree? Vote In The TechCrunch Reputation Poll.

Erick Schonfeld

40 comments »

Who do you trust more, Google or Toyota? The answer might depend on where you live. In its annual corporate reputation survey of 60,000 people worldwide, the Reputation Institute finds that Google scores highest in the U.S., but is No. 2 worldwide after Toyota. On the global list, Ikea is No. 3, Johnson & Johnson is No. 5, and Walt Disney is No. 12. Apple doesn’t even make it into the top 25 (see below).

Using the same data, Forbes breaks out the top 75 companies in the U.S. In the U.S. alone, Apple is No. 17, HP is No. 18, Intel is No. 19, Dell is No. 25, IBM is No. 35 and Microsoft comes in at No. 43. Bringing up the rear is Motorola at No. 50, Cisco at No. 55, CBS at No. 62, and American Express at No. 75. (See partial list below).

These rankings are based on an opinion poll, but they just don’t seem right to me. How can Dell be No. 25, with all of its customer service issues last year? And why is American Express, which regularly ranks as one of the most admired companies in the world and one of the top brands, dead last?

It is instructive to compare some of these rankings to the top 100 brands, as measured by an estimate of brand value. (See below). Google, again is No.1. Microsoft is No. 3, IBM is No. 6, Apple is No. 7, Toyota is No. 12, HP is No. 16, American Express is No. 20, Intel is No. 27, and Dell is No. 41. About the only company the two rankings agree on is HP. These brand rankings feel like a better measure of reputation to me than the Reputation Institute’s survey.

What do you think? Take our own poll. Vote for the companies you trust or admire the most. Multiple answers are allowed.

Editor’s note: I put in BMW twice by mistake in our poll, so please only vote once for BMW if you vote for it at all. I’m keeping the existing poll up rather than put up a new one and throwing away the votes that have already been cast.

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Microsoft Crosses A Line

Michael Arrington

120 comments »

Until today I’ve largely been a big supporter of Microsoft’s efforts to acquire Yahoo. A couple of days before Microsoft placed its initial $44.6 billion bid for the company, I told Fox Business Channel that a Microsoft merger had to happen to save Yahoo (and I certainly wasn’t the first to say this, I just had magnificent timing).

Throughout the ups and downs and stupendous drama of the negotiations, I held firm that a deal was in the best interests of both companies. Not because I’m a huge Microsoft fan, but because the health of the Internet requires a competitive search market. Google controls too much market share and too much related search revenue. A counterbalancing force is needed to keep the system healthy. And Microsoft or Yahoo standing alone cannot counter Google.

But when Microsoft pulled its bid just as Yahoo was about to accept and replaced it with a search buyout deal that I described as equivalent to them trying to get the milk for free instead of buying the cow, I began to wonder if things were getting out of hand. Since then, Yahoo has quite literally prostrated themselves before Microsoft to get a merger done, even perhaps at a price much lower than Microsoft’s original bid. And Microsoft has largely toyed with them.

Yesterday’s shenanigans, however, clearly crossed a line. Microsoft and activist Yahoo shareholder Carl Icahn jointly announced that they’ve been talking, and that Microsoft may be willing to entertain a full buyout offer once again. But only on the condition that Yahoo’s board of directors is replaced: “We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company.”

Icahn explained further, saying that Microsoft can’t be expected to let Yahoo stay in current management’s hands during the months-long closing period after a transaction is consummated. He added: “Jerry Yang and the current board of Yahoo! will not be able to “botch up” a negotiation with Microsoft again, simply because they will not have the opportunity.”

This is largely complete nonsense. During the transition period after a merger agreement Microsoft and Yahoo would be working closely and Yahoo would be unlikely to take any actions that jeopardize the deal. What’s far more likely is that Microsoft, led by CEO Steve Ballmer, have taken Yahoo’s rebuffs entirely too personally. It’s no longer just about business, it’s about destroying and humiliating the people who embarrassed Microsoft. And sadly, that has nothing to do with creating a balance of power in search.

Just as I criticized Yahoo for not quickly accepting Microsoft’s offer in early February before the mass executive exodus and destruction of shareholder value, I now point the finger at Microsoft. Yahoo is standing at the altar waiting for you to say “I do,” Microsoft. Time to put up or shut up.

I’m all for a merger. But I won’t stand by quietly while Microsoft destroys what’s left of Yahoo just because it can.

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July 7, 2008

Microsoft Signals It Would Rather Talk To An Icahn-Controlled Yahoo

Erick Schonfeld

45 comments »

carl-icahn.jpgDissident Yahoo shareholder Carl Icahn and Microsoft have been talking to each other (as has everyone else involved in a possible Yahoo deal, including Yahoo and AOL over the weekend). In a letter to shareholders, reproduced below, Icahn notes that he and Microsoft CEO Steve Ballmer have been discussing possible transactions over the past week, and that Ballmer ” made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo! . . . immediately.”

Microsoft is throwing its weight behind Icahn’s proxy battle, going so far as to signal that an Icahn-controlled Yahoo is the only one that it is willing to restart negotiations with. Icahn says Microsoft won’t enter into any deal with the current Yahoo board because of the risk that the company will be “mismanaged” in the nine months or more it could take to finalize a deal of this size. He states:

Steve made it abundantly clear that, due to his experiences with Yahoo! during the past several months, he cannot negotiate any transaction with the current board.

In a coordinated statement it just released, Microsoft confirms that while it has “concluded that we cannot reach an agreement” with the current board and management at Yahoo, and that “after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!”

Microsoft is basically telling the market that the only way a Microsoft deal can be revived is by voting the current board out. Yahoo’s stock is up 10 percent this morning on the news to $23.50, last time I checked.

Icahn makes it sound like he and Ballmer are closer than two teenage Best Friends Forever, talking on the phone for “as long as an hour,” gossiping about what they plan to do to Yahoo. But Microsoft is not guaranteeing anything, just that it would talk to Yahoo again if a new board is elected that is more open to a deal than the current one. It would be Microsoft’s fiduciary duty to do so anyway. Ballmer just likes slapping Yahoo around. He is not really committing to anything.

Yahoo, for its part, plans on arguing at its shareholder meeting that selling its search business to Microsoft makes no sense. But one of its counterpoints to Icahn’s original five-point plan, that Microsoft is no longer interested in a full acquisition of Yahoo, is now officially invalid.

Update: Yahoo responds, saying these announcements are silly because Yahoo’s current board is ready to negotiate a full sale of the company with Microsoft. Here is the full statement (I’ve bolded parts of it for emphasis):

Yahoo!’s Board of Directors continues to stand ready to enter into negotiations with Microsoft Corporation for an acquisition of Yahoo!. Indeed, as recently as June, Yahoo!’s independent directors and management approached Steve Ballmer about just such a transaction, only to be told that Microsoft was no longer interested even in the price range which they had previously proposed. Now Mr. Ballmer and Mr. Icahn have teamed up in an apparent effort to force Yahoo! into selling to Microsoft its Search business at a price to be determined in a future “negotiation” between Mr. Icahn’s directors and Microsoft’s management. We feel very strongly that this would not lead to an outcome that would be in the best interests of Yahoo!’s stockholders. If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately. And if Mr. Icahn has an actual plan for Yahoo! beyond hoping that Microsoft might actually consummate a deal which they have repeatedly walked away from, we would be very interested in hearing it.

Read both Microsoft’s and Icahn’s coordinated statements after the break:

Read the rest of this entry »

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