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Apr 7 2008 10:04AM EDT

Parsing Yahoo: Stick It In Your Ear, Steve

07-yang-ballmer-large.jpg

Microsoft C.E.O. Steve Ballmer rattled the shutters over the weekend, demanding a good parsing. But the Yahoo tandem of chairman Roy Bostock and CEO Jerry Yang came roaring back this morning, requiring similar interpretation.

Bostock & Yang: Dear Steve:

Translation: Yes, we know who you are.


Bostock & Yang: Our Board has reviewed your most recent letter with regard to the unsolicited proposal you made to acquire Yahoo! on January 31, 2008.

Translation: We're working weekends these days.


Bostock & Yang: Our Board carefully considered your unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and our stockholders, and rejected it publicly on February 11, 2008.

Translation: We responded publicly. You are a member of the public. Thus, we responded to you.


Bostock & Yang: Our Board cited Yahoo!'s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.

Translation: Things are great here in Sunnyvale.


Bostock & Yang: At the same time, we have continued to make clear that we are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders.

The shareholder suits are baseless.


Bostock & Yang: Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo!, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders.

Translation: After our initial rejection, and subsequent failures to get an alternative deal, we can't cave now.


Bostock & Yang: Since disclosing our Board's position with respect to your proposal, we have presented our three-year financial and strategic plan to our stockholders, which supports our Board's determination that your unsolicited proposal substantially undervalues Yahoo!.

Translation: It's a PowerPoint deck. You know how reliable those are.


Bostock & Yang: Those meetings with our stockholders have also provided us an opportunity to hear their views.

Translation: We've found that our pleading is more effective face-to-face.


Bostock & Yang: We have continued to launch new products and to take actions which leverage our scale, technology, people and platforms as we execute on the strategy we publicly articulated.

Translation: This is a company on the move!


Bostock & Yang: Today, in fact, we are announcing AMP! from Yahoo!, a new advertising management platform designed to dramatically simplify the process of buying and selling ads online.

Translation: It's a trademarked acronym. It's gotta work.


Bostock & Yang: Finally, our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing.

Translation: We never rest when it comes to looking out for our shareholders.


Bostock & Yang: All of these actions have been driven by our overarching commitment to maximize stockholder value.

Translation: And we repeat: their lawsuits are baseless.


Bostock & Yang: Our Board's view of your proposal has not changed.

Translation: But your letter was kinda scary.


Bostock & Yang: We continue to believe that your proposal is not in the best interests of Yahoo! and our stockholders.

Translation: Stick it in your ear, Steve.


Bostock & Yang: Contrary to statements in your letter, stockholders representing a significant portion of our outstanding shares have indicated to us that your proposal substantially undervalues Yahoo!.

Translation: Everyone think you'll sweeten to get the deal done.

Bostock & Yang: Furthermore, as a result of the decrease in your own stock price, the value of your proposal today is significantly lower than it was when you made your initial proposal.

Translation: This deal seems to be working out great for everyone.


Bostock & Yang: In contrast to your assertions about the effect of general economic conditions on our business, Yahoo!'s business forecasts are consistent with what we outlined in our last earnings call.

Translation: We would never intentionally characterize the environment inaccurately.


Bostock & Yang: As you know, we recently reaffirmed our Q1 and full year guidance, which is a testament to our ability to perform in line with our expectations despite the current economic environment. In addition, our three-year financial and strategic plan which we have made public demonstrates significant potential upside not previously communicated to the financial markets. This plan has received positive feedback from our stockholders, further strengthening the view that Yahoo! is worth well more as a standalone company than the value offered in your proposal, and would be even more valuable to Microsoft. Your own statements have made clear the strategic importance of Yahoo!'s substantial assets and capabilities to Microsoft.

Translation: C'mon, man, what's two bucks more a share in the grand scheme of things?


Bostock & Yang: We regret to say that your letter mischaracterizes the nature of our discussions with you.

Translation: Our date went much better than you're telling everyone.


Bostock & Yang: We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues.

Translation: You even said you had a great time.


Bostock & Yang: Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal.

Translation: You think we can back off now?


Bostock & Yang: Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.

Translation: You're the one who carries the checkbook.


Bostock & Yang: As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow up to a recent meeting among our respective legal advisors we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.

Translation: That's right -- we're raising anti-trust issues. It's just one more way we're looking after our shareholders.


Bostock & Yang: We consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction.

Translation: It will damage the asset beyond worth owning.


Bostock & Yang: We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgeably evaluate our Company's alternatives and to maximize value.

Translation: We need them to believe we know something they don't know.


Bostock & Yang: In conclusion, please allow us to restate our position, so there can be no confusion.

Translation: We know Bill is the bright one, and so we'll speak slowly.


Bostock & Yang: We are open to all alternatives that maximize stockholder value.

Translation: And the lawsuits remain baseless. Absolutely baseless!


Bostock & Yang: To be clear, this includes a transaction with Microsoft if it represents a price that fully recognizes the value of Yahoo! on a standalone basis and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing.

Translation: We will sell for $33.


Bostock & Yang: Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.

Translation: Forts are defensible, right?


Bostock & Yang: Very truly yours,

Translation: We kid you not.


Bostock & Yang: Roy Bostock, Chairman of the Board, and Jerry Yang, Chief Executive Officer

Translation: We all feel this way, not just Jerry. Really.


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