Yahoo回應微軟：提高出價，威脅無效

面對微軟上週六（4/5）提出的三個星期最後通牒，Yahoo週一（4/7）正式回應，堅持微軟低估公司價值的立場，同時批評微軟威脅發動委託書爭奪戰的行為。Yahoo董事會重申，並不排斥與微軟合併，但微軟必須提高收購價格。

雅虎致微軟執行長Steve Ballmer公開信

雙方經過二個多月的你來我往，對於合併價格仍然沒有共識。微軟於上週六的信件中，提出併購案的最後期限，要Yahoo在三週之內答應原合併案，否則就要發動委託書爭奪戰，己方董事控制公司，微軟也揚言，若Yahoo選擇走上此路，公司價值只會更低。

對於微軟措辭強硬、語帶威脅的來信，Yahoo執行長楊致遠和董事長Roy Bostock的回信，也沒有讓步的跡象。Yahoo回信指出，微軟提出的合併案不符合公司和股東最大利益，也低估公司價值。

尤其對於微軟指責Yahoo不願進行併購談判一事，楊致遠反擊說，微軟執行長Steve Ballmer自身就參與了其中二場併購會議，且雙方已針對許多實質議題進行建設性的討論，甚至包括二家公司的整合計劃，以及可能面臨的反壟斷審查等，反而是微軟一直沒有對Yahoo提出的疑問，作出回應。

楊致遠形容微軟的威脅只會徒勞無功（counterproductive），並且違背微軟先前所稱的善意交易原則。他強調，日前Yahoo提出的三年財務預測和策略規劃，以及近日陸續公布的新產品，例如全新的廣告管理平台AMP等，已經得到股東的正面回應，因此，雖然整體經濟環境不振，Yahoo相信自己的價值高於微軟所提，且Yahoo的大部分股東，都會支持Yahoo董事會的立場。

不過，Yahoo也沒有關起併購談判的大門。Yahoo董事會重申，不反對與微軟或其他公司進行交易，任何公司只要提出符合公司價值的價錢，Yahoo都願意談，但是，決不允許微軟或其他人，以低於公司價值的方式奪取公司主導權。

這起震驚市場的合併案發展至今，似乎因雙方對公司價值的認知差距過大，走入了死胡同。市場上多數分析師認為，企業價值的認定，原本就極為困難，再加上Yahoo認定自己是獨立經營的企業，微軟則將Yahoo視為網路搜尋和廣告平台的一個事業單位，雙方對公司價值評定的基礎大不相同，立場自然也不一樣。

若雙方都不願讓步，未來勢必掀起一場慘烈的委託書爭奪戰，屆時無論在委託書徵求、相關法律費用，或者可能引發的官司大戰上，微軟和Yahoo都可能必須付出極大代價。（編譯/黃品如）對於微軟上週六（4/5）致雅虎董事會的公開信，雅虎在週一（4/7）也以董事長Roy Bostock以及執行長楊致遠的名義，寫一封致微軟執行長Steve Ballmer的公開信回應。以下為公開信原始內容：

Dear Steve:

Our Board has reviewed your most recent letter with regard to the unsolicited proposal you made to acquire Yahoo! on January 31, 2008.

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. Our Board cited Yahoo!'s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.

At the same time, we have continued to make clear that we are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders. Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo!, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders.

Since disclosing our Board's position with respect to your proposal, we have presented our three-year financial and strategic plan to our stockholders, which supports our Board's determination that your unsolicited proposal substantially undervalues Yahoo!. Those meetings with our stockholders have also provided us an opportunity to hear their views.

We have continued to launch new products and to take actions which leverage our scale, technology, people and platforms as we execute on the strategy we publicly articulated. Today, in fact, we are announcing AMP! from Yahoo!, a new advertising management platform designed to dramatically simplify the process of buying and selling ads online.

Finally, our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing. All of these actions have been driven by our overarching commitment to maximize stockholder value.

Our Board's 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!. Furthermore, as a result of the decrease in your own stock price, the value of your proposal today is significantly lower than it was when you made your initial proposal.

In contrast to your assertions about the effect of general economic conditions on our business, Yahoo!'s business forecasts are consistent with what we outlined in our last earnings call. As you know, we recently reaffirmed our Q1 and full year guidance, which is a testament to our ability to perform in line with our expectations despite the current economic environment. In addition, our three-year financial and strategic plan which we have made public demonstrates significant potential upside not previously communicated to the financial markets. This plan has received positive feedback from our stockholders, further strengthening the view that Yahoo! is worth well more as a standalone company than the value offered in your proposal, and would be even more valuable to Microsoft. Your own statements have made clear the strategic importance of Yahoo!'s substantial assets and capabilities to Microsoft.

We regret to say that your letter mischaracterizes the nature of our discussions with you. We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.

As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. 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.

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. We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgeably evaluate our Company's alternatives and to maximize value.

In conclusion, please allow us to restate our position, so there can be no confusion. 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 and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing. Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.

　　　　　　　　　　　　　　　　Very truly yours,

Roy Bostock　　　　　　　　　　　Jerry Yang
Chairman of the Board　　　　　　　Chief Executive Officer