微軟雖然以門戶網站MSN為中心，此前一直投入鉅資從事網際網路業務，但進展並不順利。若被收入其旗下，雅虎能否增加客戶及廣告收益形勢微 妙。如果雅虎品牌實力下降，軟銀以雅虎品牌為中心開展的手機網路及中國門戶網站業務也將陰雲籠罩。若如此，或許孫正義認為應該與楊致遠和馬雲一起考慮阻止 微軟實施TOB（股票公開收購）。
Yahoo Rejects Microsoft Bid,
Leaves Room for Further Talks
Yahoo Inc. formally rejected Microsoft Corp.'s unsolicited $44.6 billion offer, saying it "substantially undervalues" Yahoo, but left the door open for further negotiations.
In a press release, Yahoo said its board is "continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for all stockholders."
Yahoo Chief Executive Jerry Yang defended the board's decision in an email Monday to employees. Mr. Yang said the company has a "solid foundation," including a global brand and improved operating cash flow, and "is putting in place the pieces we need to accelerate growth."
Yahoo's decision will test whether the software giant is willing to pay a lot more for the Internet company -- or risk a truly hostile takeover attempt.
Microsoft may sweeten its offer, say people familiar with the matter. But any increase is likely to fall short of what Yahoo's directors believe would fairly value the company, the people say, setting the stage for a protracted battle.
People close to Microsoft say the software giant is reluctant to launch a proxy fight to push out Yahoo's board. A fight could increase the odds that key Yahoo employees will leave the company, these people say. It is more likely to pursue less-hostile options, such as recruiting big shareholders to put pressure on Yahoo to negotiate with Microsoft for an acceptable price.
Yahoo directors concluded after a meeting Friday that the unsolicited offer -- worth nearly $45 billion when it was announced on Jan. 31 -- "massively undervalues" Yahoo, according to a person familiar with the situation. The board plans to send a letter to Microsoft today, spelling out its position.
Analysts have expected Microsoft to increase its $31-a-share offer. But Yahoo is pressing for at least $40 a share, according to a person familiar with the matter. Such a premium would increase the value of Microsoft's original cash-and-stock bid by more than $12 billion.
The proposed deal, which would be Microsoft's largest-ever purchase, came after Yahoo's share price had dropped steadily since October and in the same week the company announced a disappointing 2008 outlook. So far, Microsoft executives have followed a carefully crafted script to woo Yahoo's board and management, and particularly Jerry Yang, the company's co-founder and chief executive officer.
Mr. Yang's support could be critical to completing any deal and in smoothing the integration of the two companies. He has previously rejected Microsoft's overtures, preferring that Yahoo remain independent.
Last week, Microsoft executives were quick to praise Yahoo and Mr. Yang. "We've got tremendous respect for what Yahoo has accomplished," said Steve Ballmer, Microsoft's chief executive, in an interview.
Microsoft's management is conscious of the risk that a hostile bid could spark resentment among Yahoo's rank-and-file engineers and other employees whose cooperation is crucial to the company's success, the people close to Microsoft say.
Still, in the original letter to Yahoo's board laying out the offer, Mr. Ballmer included a veiled threat that his company would go to great lengths to get Yahoo. "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," the letter states.
The decision to reject the offer, reported Saturday, signals that Yahoo's board is digging in for what could be a long battle. The directors have been considering various other scenarios to avoid selling to Microsoft, including outsourcing its search advertising to Google Inc. to boost revenue and provide greater latitude to try to remain independent, say people familiar with the matter.
Their belief that Yahoo is worth more than Microsoft's offer is based on a number of factors, including Yahoo's leading position in the portion of the online ad market known as display advertising, which includes graphical ads such as banners. Yahoo's properties, which range from news to online dating, accounted for 18.8% of all display ads seen by U.S. users in Nov., well above Microsoft's 6.7% and Google's 1.0%, according to comScore Inc. The board will also likely argue that Microsoft's offer doesn't cover the risk to Yahoo's business if the deal is delayed by government antitrust reviews.
Still, the response from the Yahoo board is in many ways typical mergers-and-acquisitions gamesmanship. Without an alternative suitor, Yahoo has limited options.
With Microsoft offering a 62% premium to Yahoo's share price, as it stood before Microsoft made its bid public, Yahoo's board could have a tough time convincing investors the company should go it alone. Some investors have lost confidence in its management in recent years, as it failed to keep pace with Google in search and online advertising and fumbled opportunities in areas such as social networking and online video.
Microsoft representatives over the weekend said they would wait until receiving the expected letter from Yahoo's board before responding.
The question now becomes: how much higher would Microsoft go?
"Their ability to pay is not the gating issue. It's their willingness," said Daniel Hanson, an associate portfolio manager at BlackRock, a Microsoft shareholder and money management firm with $1.3 trillion in assets. "They are going to be disciplined. They are not going to give away the farm."
Microsoft has $21 billion in cash and the company's chief financial officer Chris Liddell told financial analysts last week that he expects Microsoft to use debt to raise some of the cash needed to finance the deal.
The nature of the deal also gives Microsoft much room to raise the bid. The acquisition would meld Yahoo with a Microsoft division that have many of the same businesses, some of which could be combined to save money or free resources that could be applied elsewhere.
In his letter and a subsequent interview with The Wall Street Journal, Mr. Ballmer discussed the advantages to both companies of merging their ad platforms, which are sets of computers for buying, selling and placing online advertisements. While Microsoft said the deal would produce over $1 billion in cost savings and other benefits annually between the two companies, many analysts estimate that number could be closer to $1.5 billion.
Meeting by telephone Friday, Yahoo directors discussed a range of options, including strategy for negotiating a higher bid from Microsoft in the event they pursue the offer, people familiar with the matter said. They also discussed the option of abandoning Yahoo's own search-advertising system and using ads from Google, in return for a majority share of the revenue, these people said.
Such a deal could increase Yahoo's cash flow and give it more latitude to try to thwart the Microsoft approach. But antitrust experts say even such a pact with Google would likely raise red flags with regulators because of Google's and Yahoo's large shares of the Web-search and search-advertising markets.
Yahoo and its advisers are also reaching out to other potential partners, including Time Warner Inc.'s AOL unit, say people familiar with the matter. A Time Warner spokesman declined to comment.
--Andrew Edwards contributed to this article.