Advertiser number for three major search engines lower in Q2, with MSN’s down nearly 20 percent. Google was down6.4 percent while Yahoo’s increased slightly .o3% . 12 month advertiser growth for Google, Yahoo, and MSN were -8.5 percent, +9.8 percent, and -6.7 percent, respectively.
September 10, 2008
May 21, 2008
Info on MSN Live Cash Back Program
What is Live Search cashback?
Microsoft Live Search cashback is “The Search That Pays You Back”. Find great deals on millions of products from hundreds of brand name stores that you know and trust. You will be able to earn cashback savings based on a percentage of the product price. Your savings will be paid to you via your choice of a deposit to your PayPal account, direct deposit to your bank account, or a check in the mail. It’s that simple! For the complete program terms and conditions, see the Microsoft Service Agreement.
How do I sign up?
You can sign up one of two ways:
Go directly to the signup page; or
The first time you click to visit a store using Live Search cashback, we’ll ask you for your email address for a one-time account set up. Then, look for an email from us (cashback@microsoft.com) within a few hours. This email will step you through the simple process of completing your account sign-up.
Is a Live Search cashback account really free?
Yes! There are no costs, hidden fees or extra charges to you.
Why do I need an account?
To receive your cashback, you need to provide us some basic information so we can communicate and send your savings to you. You can read our complete program terms and conditions, but rest assured that your cashback account is free, and Microsoft does not sell, rent, or lease our customer information to third parties. For complete information on how Microsoft uses and protects the information that you provide, please see the Microsoft Online Privacy Statement.
Who is eligible for Live Search cashback?
You are as long as you:
Provide us with a valid email address and password for account access.
Are a U.S. citizen or legal resident, and at least 18 years of age.
Have a valid mailing address (a P.O. Box won’t work).
Create or have an active Windows Live ID and cashback account.
Adhere to the Microsoft Service Agreement.
How do I find Live Search cashback deals?
As you search on Microsoft Live Search (www.Live.com), look for this icon to let you know that cashback savings are available from Live Search. You can also search directly for cashback deals and participating stores at the Live Search cashback site. Your results will always clearly list the cashback amount and your bottom-line price.
Do I earn cashback on everything I buy at a store, or only for the item I found at Live Search cashback?
As long as you click on an eligible product or store link at our Live Search cashback site, you will earn cashback savings on all eligible purchases you make during your store visit (except for limited exceptions described in our terms and conditions). Different products may have different cashback percentage rates, so the rate for other products you buy may be higher or lower than the rate displayed on the Live Search cashback site for the product you initially searched for.
When do I get my Live Search cashback savings?
When you sign into your cashback account, you’ll see your current cashback balances, including pending, available, earned and paid cashback amounts. Live Search cashback purchases are listed in your cashback account as pending for 60 days from the purchase date in case you decide to return your purchase. Once you have passed the 60 days and your available cashback balance is more than $5, you can choose one of the payment methods listed in your cashback account. We will then send your cashback in approximately 14 days.
How do I get to my cashback account?
You can view your account information and the status of your Live Search cashback purchases any time from your Live Search cashback account. You also can get to your account from the cashback link at the upper right of any Live Search page, and then just click Your Account.
Does the contact information I provide a store have to match my Live Search account information to earn cashback?
No. The store should report any purchase to us regardless of the contact information you provide to them (name, address, email). But it’s critical that you provide us with a valid email address when you register to ensure you can complete your registration and access and collect your Live Search cashback savings.
I don’t see the cashback savings after I go to the store’s site. Is it working?
Yes! When you click the Go to Store button on Live Search cashback and make an eligible purchase, the store will notify us and we will put your cashback savings in your account. Just in case your purchase is not properly reported, it’s a good idea to save your order receipt.
A purchase isn’t showing up in my account. What should I do?
Most purchases appear as pending within a day or two, but occasionally a store may take longer to tell us about your purchase. If you made a purchase more than 7 days ago that isn’t displayed in your cashback account, contact us with your purchase details. We’ll get back to you just as soon as we can.
Can I use an alternative payment method (i.e. PayPal, Google Checkout, etc.) when I purchase from the Store and still get my cashback savings?
We can’t guarantee that your purchase will be reported to us correctly if you use an alternative payment method. We’re always looking to improve our service and will continue to work to support other alternative payment methods in the future.
What happens if I return, exchange, or cancel a purchase?
Returns, exchanges and cancelations are subject to the store’s return policy. If you return, cancel, or exchange part or all of a purchase, the store may reverse your purchase with us, and we won’t be able to pay you any cashback savings from that transaction.
What does it mean when my Live Search cashback is pending, available, earned or paid?
If your cashback savings is:
Pending – We wait 60 days after your purchase for possible returns, and then your cashback savings will be available for payment.
Available – You can request payment when your total cashback balance is at least $5.
Earned – All eligible orders that have exceeded 60 days have ‘earned’ cashback.
Paid – You have requested payment.
What do I do if I never get an email that tells me how to finish opening my Live Search cashback account?
Just click here to have us send you the Welcome email that gives you all the information you need to finish opening your account.
How do I change my Live Search cashback email address for receiving communications?
Just go to the email preferences page and give us the new email address you want for receiving all of your important cashback email communications.
Can I earn Live Search cashback for phone or in-store purchases?
Live Search cashback savings are currently only available for online purchases.
Can I get Live Search cashback if I don’t have an account?
No. You can still use Live Search to find products to buy, but we hope you want the extra cash!
Why are you paying me cashback?
We want to earn your loyalty and reward it with cashback savings for your everyday online shopping. We are “The Search That Pays You Back”!
http://search.live.com/cashback/faq
May 16, 2008
Microhoo, Icahn & SEC
So at this point everyone knows that MSN has taken its (multi-billion$) ball and gone home.
Well, well-known financier, activist, billionaire, all around guy your mom wanted you to be is stepping up and putting his $$$$$$ where his mouth is. He has bought 59 million Yahoo shares in the last ten days, forming a $1.6 billion stake in the company, and he’s seeking regulatory approval to increase that stake to $2.5 billion. He wants Yahoo to accept the MSN offer and is putting up his own candidates for the Yahoo! board.
Oh and he didn’t own any Yahoo stock as of March 31, 2008. (you do have 1.6b in your couch cushions don’t you?) That’s a cool $500 million in net gains if Microsoft’s $33 per share is accepted.
Yahoo’s snap back to the SEC:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2008
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 701 First Avenue Sunnyvale, California |
94089 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 349-3300
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Table of Contents
| Item 8.01 | Other Events. |
On May 15, 2008, Yahoo! Inc. (the “Company”) issued a press release announcing today that it had sent a letter to Carl Icahn in response to his announcement regarding his intention to nominate a slate of ten directors to the Company’s Board of Directors at the 2008 annual meeting of stockholders.
A copy of the press release, including the full text of the letter, is filed with this Form 8-K and attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits .
| Exhibit | ||||
| Number | Description | |||
|
|
||||
| 99.1 |
Yahoo! Inc. Press Release dated May 15, 2008.
|
|||
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YAHOO! INC. (Registrant) |
||||
| By: | /s/ Michael J. Callahan | |||
| Name: | Michael J. Callahan | |||
| Date: May 15, 2008 | Title: | Executive Vice President, General Counsel and Secretary | ||
Table of Contents
Exhibit 99.1
YAHOO! RESPONDS TO CARL ICAHN’S INTENTION TO NOMINATE
CANDIDATES FOR ELECTION TO YAHOO!’S BOARD OF DIRECTORS
CANDIDATES FOR ELECTION TO YAHOO!’S BOARD OF DIRECTORS
SUNNYVALE, Calif., May 15, 2008 — Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today sent the following letter in response to Carl Icahn’s announcement regarding his intention to nominate a slate of ten directors to Yahoo!’s board of directors at the 2008 annual meeting of stockholders.
Dear Mr. Icahn:
We are in receipt of your letter with regard to your intention to seek control of Yahoo!’s board of directors.
Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders.
Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. Please may I remind you that there is currently no acquisition offer on the table from that company or any other party. That said, we have been crystal clear in our stance that we have been and remain willing to consider any proposal from any party including Microsoft if it offers our stockholders full and certain value.
From the beginning of the process with Microsoft, Yahoo!’s independent directors focused on one central goal: how best to maximize stockholder value. At all times directing this process, Yahoo!’s independent directors carefully considered Microsoft’s initial unsolicited proposal, which was at the time valued at $31 per share. After considering input from its financial advisers the board unanimously concluded that Microsoft’s proposal significantly undervalued Yahoo! and was, therefore, not in the best interests of the company or our stockholders. While we rejected this offer publicly on February 11, 2008, we could not have been more clear in that communication and in every subsequent communication, both public and private, that we were and are willing to enter into any transaction that would maximize value for stockholders and provide them certainty of value.
The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Following receipt of Microsoft’s proposal on January 31, our board of directors has met over twenty times to review Microsoft’s proposal and Yahoo!’s other strategic alternatives. Throughout this process our board kept an open mind and an open ear. Our independent directors met with several of our largest stockholders to solicit their views
and to make it clear that Yahoo!’s independent board is fully committed to maximizing stockholder value. In addition, at the direction of our board, our management team met with many of our investors to provide insight into Yahoo!’s strategy and views on value.
Our board’s openness also extended to Microsoft. Without reciting all of the contacts between us and between our advisers, the senior-most management of Yahoo! and Microsoft and the companies’ respective financial advisers spoke on numerous occasions and met in person seven times. During those meetings, Yahoo! discussed its strategic objectives in search and display advertising monetization, its perspectives on operating strategy and integration in a transaction with Microsoft, its perspectives on transaction synergies, and other non-price deal terms. Because certainty of closing is a critical issue, we sought to understand Microsoft’s thinking with regard to the regulatory issues associated with a potential transaction. In fact, at the board’s direction, our lawyers on March 28 asked for additional information in this regard, information which was never forthcoming.
On April 15 th , a meeting was held at Yahoo!’s request. At that meeting, which included our respective financial advisors, we made clear, once again, that we were open to a transaction with Microsoft. During those discussions, Yahoo! made a detailed presentation of its strategic and financial plan, its thoughts on integration and its view with respect to the potential synergies that could be achieved in a transaction, essentially laying the foundation for Microsoft to understand—and respond to—our board’s conclusion that Microsoft’s offer substantially undervalued the company. Following that meeting we also provided to Microsoft a list of key non-price deal terms that our board believed were critical items to be addressed in a deal to provide reasonable protections for our stockholders.
Throughout this period, Microsoft continued to state that it would not raise its offer, and even suggested that it could lower it.
Despite this failure by Microsoft to respond in any substantive way to any of Yahoo!’s requests, on May 2 nd , the same day we first learned of Microsoft’s apparent willingness to increase its proposal to $33 (although this oral “offer” was never delivered in writing and did not include details of a cash/stock mix), our board determined to continue discussions, instructing Jerry Yang to indicate to Microsoft that we would be prepared to enter into a transaction that valued Yahoo! at $37 per share and that provided reasonable certainty of value and certainty of closing. This was communicated to Microsoft in-person at a meeting in Seattle on May 3rd. With Microsoft’s offer at $33 and Yahoo!’s counter-proposal at $37, Microsoft elected, within hours, to walk away from the negotiating table and informed us that they were “moving on,” having never engaged further on price or any of the key non-price deal terms.
In short, Yahoo!’s board was at every point in this process prepared to enter into a transaction with Microsoft that would maximize stockholder value—and included certainty of value and closing. What Yahoo!’s independent board refused to do was to allow control of this company to be acquired for less than its full value.
2
That brings us to today. Our business is performing well as evidenced by our first quarter results. As we have publicly stated, our board continues to actively and expeditiously explore strategic alternatives to maximize stockholder value. None of the alternatives we are considering would preclude us from entering into a transaction with Microsoft or any other party.
We continue to believe that Yahoo!’s current board has the independence, the knowledge, and the commitment to navigate the Company through the rapidly changing Internet environment and to deliver value for Yahoo! and its stockholders.
We look forward to a productive dialogue.
Very truly yours,
Roy Bostock
Chairman of the Board
About Yahoo! Inc.
Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and developers by creating indispensable experiences built on trust. Yahoo! is headquartered in Sunnyvale, California. For more information, visit pressroom.yahoo.com.
Forward Looking Statements
This release (including without limitation the statements and information in the letter quoted in this press release) may contain forward-looking statements that involve risks and uncertainties concerning Yahoo!’s projected financial performance as well as Yahoo!’s strategic and operational plans. Actual results may differ materially from those described in this press release due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the implementation and results of Yahoo!’s ongoing strategic initiatives; Yahoo!’s ability to compete with new or existing competitors; reduction in spending by, or loss of, marketing services customers; the demand by customers for Yahoo!’s premium services; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to Yahoo!’s international operations; failure to manage growth and diversification; adverse results in litigation, including intellectual property infringement claims; Yahoo!’s ability to protect its intellectual property and the value of its brands; dependence on key personnel; dependence on third parties for technology, services, content and distribution; general economic conditions and changes in economic conditions; and potential continuing uncertainty arising in connection with the withdrawal of Microsoft’s unsolicited proposal to acquire Yahoo!, and the announced intention by a stockholder to seek control of our Board of Directors, the possibility that Microsoft or another person may in the future make another proposal, or take other
3
actions which may create uncertainty for our employees, publishers, advertisers and other business partners, and the possibility of significant costs of defense, indemnification and liability resulting from stockholder litigation relating to the Microsoft proposal. More information about potential factors that could affect Yahoo!’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Yahoo!’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which are on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov . All information in this release is as of May 15, unless otherwise noted, and Yahoo! does not intend, and undertakes no duty, to update or otherwise revise the information contained in this release.
Important Additional Information
Yahoo! will be filing a proxy statement with the SEC in connection with the solicitation of proxies for its 2008 annual meeting of stockholders. Stockholders are strongly advised to read Yahoo!’s 2008 proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain copies of Yahoo!’s 2008 proxy statement and other documents filed by Yahoo! with the SEC in connection with its 2008 annual meeting of stockholders at the SEC’s website at www.sec.gov or at the Investor Relations section of Yahoo!’s website at www.yhoo.client.stockholder.com. Yahoo!, its directors and its executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with Yahoo!’s 2008 annual meeting of stockholders. Information concerning Yahoo!’s directors and officers is available in its Form 10-K/A for the fiscal year ended December 31, 2007, filed with the SEC on April 29, 2008.
# # #
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.
Media Contacts:
Brad Williams
Yahoo! Inc.
(408) 349-7069
bhw@yahoo-inc.com
Brad Williams
Yahoo! Inc.
(408) 349-7069
bhw@yahoo-inc.com
Adam Miller / Winnie Lerner
The Abernathy MacGregor Group for Yahoo! Inc.
(212) 371-5999
alm@abmac.com / wal@abmac.com
The Abernathy MacGregor Group for Yahoo! Inc.
(212) 371-5999
alm@abmac.com / wal@abmac.com
Investor Contact:
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com
April 28, 2008
April 24, 2008
Dept. Of Justice Reviewing Yahoo & Google Test
From Reuters:The U.S. Justice Department is investigating possible antitrust implications of Google’s two-week test with Yahoo to combine some of their Web search and advertising business, a source informed about the matter told Reuters on Wednesday.
Google and Yahoo separately told Reuters they had informed the Justice Department about their test before it was launched.
In the test, which ends this week, Yahoo uses Google’s advertising system to show ads to Yahoo users based on their searches.
The Justice Department is concerned the test may violate antitrust law, the source said, adding that authorities “have initiated an investigation” of it.
The source, who spoke on condition of anonymity, said some of the government’s concern focused on a telephone call from Google Chief Executive Eric Schmidt to Yahoo Chief Executive Jerry Yang to offer help in thwarting Microsoft’s bid worth around $44 billion.
The test was one of a series of efforts by Yahoo to fend off Microsoft’s unwelcome bid.
A second source said the Justice Department was concerned about a longer-term deal between Google and Yahoo, and had an initial inquiry underway into the matter.
April 8, 2008
Yahoo is MSN’s Shipoopi
Much like ‘the girl that’s hard to get’,(funny family guy song) Yahoo is Microsoft’s shipoopi. Both MSN and Yahoo have been playing a distant second and third fiddle to Google who keeps grabbing marketshare a .25 to .5 percent/quarter while MSN and Yahoo fight over an ever shrinking piece of the pie.
” Yahoo has rejected a three-week deadline from Microsoft to accept a 44.6 billion dollar takeover, as the battle between the two technology titans heated up.
Yahoo however said on Monday it was open to a sweetened bid from the software giant or another bidder.
“We continue to believe that your proposal is not in the best interests of Yahoo and our stockholders,” Yahoo’s board chairman Roy Bostock and chief executive Jerry Yang said in a letter to CEO of Microsoft Corporation Steve Ballmer.
“We are open to all alternatives that maximize stockholder value. 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,” the Yahoo letter said.
The letter came in response to an ultimatum issued by Microsoft on Saturday for the Internet giant to accept its 44.6 billion dollar takeover offer in three weeks or face a shareholder proxy fight.”
Together they may not be able to reverse their fortunes, but seperately it is almost a certainty they cannot.
March 5, 2008
Yahoo Delays Board Meeting: prelude to friendly MSN negotiation?
“Yahoo! extended a deadline to nominate board directors, buying the company time to pursue alternatives to Microsoft Corp’s $41.7 billion offer, while also giving Yahoo room to negotiate a friendly deal with Microsoft.
The original March 14 deadline could have catapulted Microsoft and Yahoo into a formal proxy contest next week. Instead, Yahoo said on Wednesday the deadline would fall 10 days after it announces the date for its annual shareholder meeting, which has yet to be scheduled.
Yahoo has explored tie-ups with several other Internet and media companies that would allow it to retain more independence. Delaying board nominations reduces the pressure on Microsoft to turn hostile in its takeover strategy in which it could nominate an alternative slate of Yahoo directors.
Talks about a deal with Time Warner Inc’s (TWX.N) AOL unit have accelerated, a person briefed on the discussions said on Wednesday. News Corp (NWSa.N) and Yahoo are still discussing possible options, a source familiar with the talks said.”
http://news.yahoo.com/s/nm/20080305/tc_nm/yahoo_microsoft_dc&printer=1
January 2, 2008
MSN Buying Yahoo? Just a Whisper in the Wind…for now
MSN and Yahoo rumors are nothing new, but I’ve been hearing some murmurrings in some dark (but reliable) quarters about the possibility of MSN purchasing Yahoo. I was not going to write about it until this morning when a number of analysts talked about the possibility as well. They were quick to point out that they had nothing firm to base it on…but…My first New Year prediction…it happens, this year.
December 19, 2007
MSN Live Serving Up Google Adwords in Its SERPS
From Raven SEO:
Live Search is offering a new way for AdWords customers to get click-throughs — their own natural SERPs. They appear to be indexing AdWords ads from Google’s own SERPs. Doing a search on Live for colorations paint (at the time of this writing) will give you AdWords ads in the third and fourth natural result. I can only assume this is unintentional and is simply a bug in their crawler. Regardless, it’s a little embarrassing.
Jeff: It’s not a mistake….its the holiday season! A season of giving…better to give than receive, right Steve Ballmer?
