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Bummer of a Birthmark, Phil   Gawker vs. Torossian
Mar 8 2008 12:04PM EST

Parsing Yahoo: Ignore that Loud Ticking Noise

A little late, but worthwhile nonetheless, Jack Flack updates the Microhoo parsing catalogue by translating Yahoo's announcement that it's rewriting its bylaws to give it more maneuverability in dealing with the Microsoft bid.

Yahoo: Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company...

Translation: Please remember that we are a still a unique asset. It's big drop-off to the next player.

Yahoo: ...today announced that it has amended the Company's bylaws to extend the deadline for nominating directors to Yahoo!'s board from March 14th to 10 days following the public announcement of the date for Yahoo!'s 2008 annual meeting of stockholders.

Translation: Microsoft was ready, and we were not.

Yahoo: As the Company has not yet announced the date of this year's annual meeting, the amendment will give stockholders who want to nominate one or more directors, including Microsoft Corporation, more time to do so.

Translation: Call now. Operators are standing by to help you do a deal to save a somewhat independent Yahoo.

Yahoo: The amendment does not preclude any party from nominating one or more directors at any time prior to the new deadline.

Translation: We repeat, operators are standing by!

Yahoo: Yahoo!'s board of directors remains committed to pursuing initiatives that maximize value for Yahoo!'s stockholders.

Translation: Yahoo!'s board of directors remains committed to minimizing legal action from shareholders who do not share Jerry's emotional attachment.
Yahoo: To the extent that the extension of the nomination deadline has the effect of postponing the nomination of one or more directors by any party, it will allow Yahoo!'s board to continue to explore all of its strategic alternatives for maximizing value for stockholders without the distraction of a proxy contest.
Translation: It's hard trying to attract an alternative deal with that loud ticking noise in the background.
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