Q2 Advertisers Down on Search Engines, MSN down 20%

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.

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

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
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 INDEX

Exhibit
Number				Description
	99.1			Yahoo! Inc. Press Release dated May 15, 2008.

 

 

Exhibit 99.1

YAHOO! RESPONDS TO CARL ICAHN’S INTENTION TO NOMINATE
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

Adam Miller / Winnie Lerner
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

Yahoo 2.0

Yahoo Inc is looking to revamp itself and improve its position in th emarketplace, and not so co-incidentally insulate itself from a $44 billion MSN buyout offer. Yahoo plans on leveraging its content and portal so that users can manageinformation about themselves in a single place and share it 2.0 style.

“We are not building another social network,” Chief Technology Officer Ari Balogh told more than 1,000 attendees at the Web 2.0 Expo conference in San Francisco on Thursday. “We are building social into everything we do.”

 ”Yahoo Open Strategy” due out later this year, is Yahoo’s plan on positioning themselves in light of Myspace and Facebooktremendous growth. Yahoo’s plan would give users simple privacy controls to limit what data users reveal about themselves.

“We are going to unify all profiles throughout Yahoo,” said Balogh, whose appointment as Yahoo’s CTO was announced on January 29, a day before Microsoft first proposed its $31 per share cash and stock offer to merge with Yahoo.

Balogh estimated there are more than 10 billion latent social connections that exist between Yahoo’s 500 million monthly users in the form of e-mail addresses, instant message buddy lists, address books and other shared connections.

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.

Yahoo Serving Up Limited Adsense

Yahoo released a pres release with details regarding their new (old) relationship with Google.”it will begin a limited test of Google Inc.’s AdSense for Search service, which will deliver relevant Google ads alongside Yahoo!’s own search results. The test will apply only to traffic from yahoo.com in the U.S. and will not include Yahoo!’s extended network of affiliate or premium publisher partners. The test is expected to last up to two weeks and will be limited to no more than 3% of Yahoo! search queries.

As previously announced, Yahoo!’s board of directors is exploring strategic alternatives to maximize stockholder value, including exploration of potential commercial business arrangements. The Company noted that the testing does not necessarily mean that Yahoo! will join the AdSense for Search program or that any further commercial relationship with Google will result. The Company further stated that it would not comment on the nature or timing of any potential relationship.”

U.S. Searches Up, Google Continues To Increase Market Share

Google accounted for 67.25% of all US searches in the four weeks ended March 29, 2008 – the highest proportion of searches it has ever achieved, and up some 5% from a year earlier, when it accounted for 64.13% of searches, according to Hitwise.

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.

 

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

Yahoo Opens Up Search To Third Parties

From Ars Technica:

 As Yahoo tries to stave off a determined Microsoft takeover, the company has announced one of its most interesting new search innovations in recent memory. By opening up a new search platform for third parties to build upon, Yahoo search results will soon offer a lot more relevant information in the form of images, restaurant reviews, and virtually anything else developers can dream up.

Announced on the official Yahoo Search Blog, the company’s new open search platform will allow third parties to build browser plug-ins that can augment Yahoo search results and insert additional relevant data. As you can see in the example Yahoo provided, crowd-sourcing local review site Yelp has added a restaurant rating, contact information, and links for reviews and photos to a Yahoo search for “Higuma Japanese Rastaurant.”

Microsoft Offers To Buy Yahoo

By Jeff Buechler— As my sources had shared with me and as I had written about a month ago, Microsoft has made an offer to buy Yahoo for about $44.6 billion, or $31 a share, in a mix of cash and stock.  The offer represents a 62 percent premium over Yahoo’s closing stock price of $19.18 on Thursday.

Steve Ballmer, Microsoft’s CEO said in a statement, ”We have great respect for Yahoo!, and together we can offer an increasingly exciting set of solutions for consumers, publishers and advertisers while becoming better positioned to compete in the online services market.”

Yahoo response:

Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company, today said that it has received an unsolicited proposal from Microsoft to acquire the Company. The Company said that its Board of Directors will evaluate this proposal carefully and promptly in the context of Yahoo!’s strategic plans and pursue the best course of action to maximize long-term value for shareholders.

Technically it may have been unsolicited but there were plenty of ‘what if’ discussions prior to this offer. Whether efficiencies in the two companies can be achieved is primarily going to be based on the execution. Time will tell how the two very different strengths of each company can be leveraged to produce a sum greater than its parts.