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Feb 13 2008 5:32AM EST

Parsing Microsoft: We Can Do This the Easy Way, or...

OK, so first it was parsing Microsoft... and then parsing Google... and then parsing Yahoo!... and then parsing Yahoo! again.

And so it must now once again be Microsoft's turn to have its latest statement translated into English.

Here goes.

Microsoft: Microsoft Corp. (NASDAQ:MSFT) today issued the following statement in response to the announcement by Yahoo! Inc. (NASDAQ:YHOO) that its Board of Directors has rejected Microsoft's previously announced proposal to acquire Yahoo!:

JF Translation: Hear ye the words of the Emperor!

Microsoft: It is unfortunate that Yahoo!...

JF Translation: We are speaking in the passive voice to avoid castigating those we are still hoping to woo... at least for a few more days.
.

Microsoft:...has not embraced our full and fair proposal...

JF Translation: They've decided to be greedy, rejecting an offer that should be well within the lower range of acceptable valuations. Why aren't they listening to Goldman?

Microsoft:...to combine our companies.

JF Translation: This isn't really a takeover. It's a "combination." In fact, we're just forming a really profitable commune.

Microsoft: Based on conversations with stakeholders of both companies, we are confident that moving forward promptly to consummate a transaction is in the best interests of all parties.

JF Translation: We've talked to Yahoo's biggest institutional holders -- who just happen to also own our stock -- and we all agree that $36 would be optimal.

Microsoft: We are offering shareholders superior value and the opportunity to participate in the upside of the combined company.

JF Translation: If this deal doesn't happen, any other offer will come from a weaker partner bringing less cash. And if you don't get another deal, you will watch your investment shrivel to nothing in just a couple of short years.

Microsoft: The combination also offers an increasingly exciting set of solutions for consumers, publishers and advertisers while becoming better positioned to compete in the online services market.

JF Translation: We want to make it clear to the DOJ that this deal is good for everybody... except The Terrorists. This deal is NOT good for the Terrorists.

Microsoft: A Microsoft-Yahoo! combination will create a more effective company that would provide greater value and service to our customers. Furthermore, the combination will create a more competitive marketplace by establishing a compelling number two competitor for Internet search and online advertising.

JF Translation: This thing shatters Herfindahl, but a duopoly is much preferred to a monopoly.

Microsoft: The Yahoo! response does not change our belief in the strategic and financial merits of our proposal. As we have said previously, Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!'s shareholders are provided with the opportunity to realize the value inherent in our proposal.


JF Translation: We're going to do this deal. We're counting on you not to let Jerry cheat you out of $2 a share just because he doesn't like us. And keep in mind, in real life, the Ork army usually wins.


Microsoft: On February 1, 2008, Microsoft announced a proposal to acquire all the outstanding shares of Yahoo! common stock for per share consideration of $31 representing a total equity value of approximately $44.6 billion and a 62 percent premium above the closing price of Yahoo! common stock based on the closing prices of the stocks of both companies on Jan. 31, 2008, the last day of trading prior to Microsoft's announcement.

JF Translation: Are you sure you want to reject the Viking professional stove and the Baccarat champagne flutes for what's behind Door #2? Are you sure? Last chance?

Microsoft:Microsoft's proposal would allow the Yahoo! shareholders to elect to receive cash or a fixed number of shares of Microsoft common stock, with the total consideration payable to Yahoo! shareholders consisting of one-half cash and one-half Microsoft common stock.

JF Translation: And we'll express-mail it, so that it arrives before your instant tax refund.
Jack Flack welcomes BW Seattle editor Jay Greene's addition to the Microsoft-Yahoo!-Google deconstruction game.

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