May 3, 2008
Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Dear Jerry:
After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.
I first want to convey my personal thanks to you, your management team, and Yahoo!'s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.
I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.
In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.
Also, after giving this week's conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.
We regard with particular concern your apparent planning to respond to a "hostile" bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:
* First, it would fundamentally undermine Yahoo!'s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.
* Given this, it would impair Yahoo's ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.
* In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.
* This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.
* It could foreclose any chance of a combination with any other search provider that is not already relying on Google's search services.
Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft's proposal to acquire Yahoo!.
We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.
I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.
But clearly a deal is not to be.
Thank you again for the time we have spent together discussing this.
Sincerely yours,
Steven A. Ballmer
尊敬的Jerry：
歷時三個月，我們終于在微軟收購雅虎一事上做出了決定。
我首先向你、你的管理團隊、雅虎董事會表示個人的感謝。我對你為此事投入的時間和關注表示感謝，特別是你所投入的這么多精力。我認為我們本周所做決定特別有用，讓我首次清楚地明白了什么是可能的，什么是不可能的。
在我們本周的交談中，我們有意愿將收購價提升到每股33美元，這更印證了我們對此合并的誠意。此提價可為雅虎股東帶來50億美元的額外利益。提價后，收購要約價值相比1月31日雅虎收盤市值已有70%的溢價。但實際看來此報價仍然不夠，而你們最終堅持微軟需要再多付至少50億美元，相當于在每股33美元的基礎上再多加4美元。
經(jīng)過本周的會議和進一步思索，我很清楚直接向雅虎股東提出收購是不明智的，因為這一做法涉及到代理權(quán)爭奪，使此交易變質(zhì)為了交換收購。我們與你的交談讓我們得出了以上結(jié)論，期間你已盡力讓雅虎不再是微軟收購的對象。
我們特別考慮到雅虎目前為"敵意收購"所準備的計劃，即與谷歌的合作。我們認為此做法讓微軟不再對收購雅虎感興趣，其原因如下：
首先，此做法會促使廣告客戶使用谷歌作為反對您的巴拿馬付費搜索系統(tǒng)，這從根本上上破壞了雅虎自身的戰(zhàn)略和長期生存能力。這也將破壞你的搜索廣告，將廣告策略和周圍的環(huán)境暴露無遺。這將影響你的廣告業(yè)務，阻礙它的成長。
鑒于此，此做法將損害雅虎保留人才的能力，而這些人才都是對廣告系統(tǒng)來說非常重要的工程師，對我們來說非常重要。
除此之外，此做法還將會引起一系列的規(guī)章制度和法律問題，包括微軟在內(nèi)的任何收購方都不愿意接受的問題。除其他事項以外，這將減少在市場上的競爭和選擇，從而鞏固市場份額。
這一做法也將有效地讓谷歌擁有在自己和雅虎的搜索平臺上搜索關鍵詞的定價權(quán)，并在此過程中以提價來搶走雅虎客戶。除此之外，從商業(yè)角度來說，任何引起法律問題的理由都是不明智的。
其次微軟可以選擇與其他任何不依賴谷歌的搜索引擎提供商合并。
因此，當你的計劃讓我作出一個堅定的決定，就是放棄收購雅虎。
我們向繼續(xù)前行，繼續(xù)創(chuàng)新，與我們的現(xiàn)有的人才團隊一起成長。我們也有可能通過戰(zhàn)略性交易發(fā)展新的合作伙伴。
我始終相信，直至今天，我們?yōu)槟銈兲峁┑氖仟氁粺o二的選擇，我們對你們的股東進行了充分和公平的估價。未達成統(tǒng)一協(xié)議，你和你的股東都在這份重要的估價上留下遺憾。
雖然如此，協(xié)議還是未能達成。
再次感謝你抽出時間和我們會談。
Sincerely Yours
史蒂夫·A·鮑爾默
Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Dear Jerry:
After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.
I first want to convey my personal thanks to you, your management team, and Yahoo!'s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.
I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.
In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.
Also, after giving this week's conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.
We regard with particular concern your apparent planning to respond to a "hostile" bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:
* First, it would fundamentally undermine Yahoo!'s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.
* Given this, it would impair Yahoo's ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.
* In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.
* This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.
* It could foreclose any chance of a combination with any other search provider that is not already relying on Google's search services.
Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft's proposal to acquire Yahoo!.
We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.
I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.
But clearly a deal is not to be.
Thank you again for the time we have spent together discussing this.
Sincerely yours,
Steven A. Ballmer
尊敬的Jerry：
歷時三個月，我們終于在微軟收購雅虎一事上做出了決定。
我首先向你、你的管理團隊、雅虎董事會表示個人的感謝。我對你為此事投入的時間和關注表示感謝，特別是你所投入的這么多精力。我認為我們本周所做決定特別有用，讓我首次清楚地明白了什么是可能的，什么是不可能的。
在我們本周的交談中，我們有意愿將收購價提升到每股33美元，這更印證了我們對此合并的誠意。此提價可為雅虎股東帶來50億美元的額外利益。提價后，收購要約價值相比1月31日雅虎收盤市值已有70%的溢價。但實際看來此報價仍然不夠，而你們最終堅持微軟需要再多付至少50億美元，相當于在每股33美元的基礎上再多加4美元。
經(jīng)過本周的會議和進一步思索，我很清楚直接向雅虎股東提出收購是不明智的，因為這一做法涉及到代理權(quán)爭奪，使此交易變質(zhì)為了交換收購。我們與你的交談讓我們得出了以上結(jié)論，期間你已盡力讓雅虎不再是微軟收購的對象。
我們特別考慮到雅虎目前為"敵意收購"所準備的計劃，即與谷歌的合作。我們認為此做法讓微軟不再對收購雅虎感興趣，其原因如下：
首先，此做法會促使廣告客戶使用谷歌作為反對您的巴拿馬付費搜索系統(tǒng)，這從根本上上破壞了雅虎自身的戰(zhàn)略和長期生存能力。這也將破壞你的搜索廣告，將廣告策略和周圍的環(huán)境暴露無遺。這將影響你的廣告業(yè)務，阻礙它的成長。
鑒于此，此做法將損害雅虎保留人才的能力，而這些人才都是對廣告系統(tǒng)來說非常重要的工程師，對我們來說非常重要。
除此之外，此做法還將會引起一系列的規(guī)章制度和法律問題，包括微軟在內(nèi)的任何收購方都不愿意接受的問題。除其他事項以外，這將減少在市場上的競爭和選擇，從而鞏固市場份額。
這一做法也將有效地讓谷歌擁有在自己和雅虎的搜索平臺上搜索關鍵詞的定價權(quán)，并在此過程中以提價來搶走雅虎客戶。除此之外，從商業(yè)角度來說，任何引起法律問題的理由都是不明智的。
其次微軟可以選擇與其他任何不依賴谷歌的搜索引擎提供商合并。
因此，當你的計劃讓我作出一個堅定的決定，就是放棄收購雅虎。
我們向繼續(xù)前行，繼續(xù)創(chuàng)新，與我們的現(xiàn)有的人才團隊一起成長。我們也有可能通過戰(zhàn)略性交易發(fā)展新的合作伙伴。
我始終相信，直至今天，我們?yōu)槟銈兲峁┑氖仟氁粺o二的選擇，我們對你們的股東進行了充分和公平的估價。未達成統(tǒng)一協(xié)議，你和你的股東都在這份重要的估價上留下遺憾。
雖然如此，協(xié)議還是未能達成。
再次感謝你抽出時間和我們會談。
Sincerely Yours
史蒂夫·A·鮑爾默