Mr. Ballmer stated “If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo board.”
Despite the ultimatum, Yahoo doesnit seem to be interested in the Microsoftis strong-arm tactics. “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,” Mr. Yang said.
He added “Our Boardis view of your proposal has not changed. We continue to believe that your proposal is not in the best interests of Yahoo and our stockholders. 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.”
Mr. Yang went on to point out that Microsoftis claim Yahoo that has not been willing to enter into negotiations is patently wrong. Apparently the two companies have participated in several meetings to discuss the possible buyout, and that Mr. Ballmer was at two of those events.
While Mr. Ballmeris letter depicts Yahoois actions as counter productive, Mr. Yang said that isnit so, and even went so far as to claim Microsoft has failed to cooperate. “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.”
Microsoft originally presented Yahoo with an unsolicited buyout offer at the beginning of February following a lackluster earnings report from the Internet search and advertising company. The US$44.6 billion offer wasnit enough to make Yahoois Board of Directors happy, and the offer was ultimately rejected.
Microsoft later made it clear that a hostile take over attempt was on the table if the two companies didnit reach a purchase agreement.
Even though Mr. Yang is still open to negotiating with Microsoft, he isnit pleased with the companyis current stance. “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,” he said.