
This isn’t enough data to declare Microsoft’s much derided Live Cashback search product a winner, but the first full month after it launched (June) shows a 15% gain in search volume v. the previous month, according to Comscore. This erases the previous month’s losses, bringing Microsoft up to 9.2% overall search share.
Live Search CashBack gives advertisers the option of offering users a direct rebate for purchases made after searching on Microsoft. The product shifts search advertising from cost-per-click (CPC) to cost-per-action (CPA) and give a lot of the revenue back to users.

Live Search Cashback isn’t designed to grab a ton of market share away from Google and Yahoo, but Microsoft is hopeful that more users will come to them when doing searches around buying goods online. And those queries tend to bring in the lion’s share of advertising dollars. This won’t affect Microsoft’s bottom line much, of course, since they are passing most of the money from purchases right back to consumers.
This is far from a definitive statement of Live Search Cashback’s success as an ongoing product, but the jump is an early sign that consumers may be intrigued. Let the debates continue.
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Microsoft is testing a new pilot program that will let third party publishers add Microsoft’s contextual ads next to their content in a self-serve format. From what we can tell from the email below, it will be very similar to Google’ Adsense and Yahoo’s Publisher Network.
Google dominates this space (and all other contextual advertising) because it offers publishers far higher fees for ads. Yahoo and Microsoft have made up for that shortfall by offering guarantees in the past. Or in the case of Yahoo, by offering more flexible products like allowing their ads to be shown next to third party search results.
The new program will begin on July 21. No word on how Microsoft will get more money to these sites than what is offered by Google today but they are not requiring exclusivity: “You may also use Microsoft ads on the same sites and pages as Google ads as long as you do not have a specific exclusivity agreement with them.”
Putting ads on third parties is a controversial product, since advertisers expect the kinds of click throughs and conversions that they get from search. Earlier this week Google was sued for fraud because ads placed on parked pages weren’t producing results.
Still, if Microsoft is willing to take a bath and pay publishers more than Google does, they can get a lot of page views quickly and build up inventory.
Full email is below. I’ve contacted Microsoft for a comment. From what we can determine this is the first time Microsoft has experimented with a self-serve product. Until now, you had to enter into a partnership agreement with them and they only targeted very high traffic sites.
Update: A Microsoft spokesperson says this trial has actually been underway since earlier this year with a small group of publishers, but won’t say when or if this will officially roll out publicly.
Update 2: Microsoft has sent us the following statement:
Microsoft’s self-serve advertising offering for publishers is still under development and is currently in a private pilot phase, being tested by select publishers who met the participation requirements. The private pilot phase began earlier this year. A private, phased approach allows us to learn more about customer interest in content advertising and provide guidance as to how we can improve the product and deliver the right features required to meet publisher and advertiser needs. It’s our intention to continue to expand our high quality network and relevant audience gradually and intelligently over time for our advertisers. We will evaluate customer interest and product performance as we move through the private pilot, but we have no specific launch plans to announce at this time.
We encourage publishers who are interested in joining the pilot to fill out an interest form here: http://advertising.microsoft.com/publisher
Dear xxxxxx:
Thank you for your recent completion of the self-submission form on the Microsoft adCenter site for this program. Below is more information for you about the pilot. I can answer general questions you may have about participation. Please let me know if you would like to proceed and I can invite you formally on Monday July 21st to begin.
The pilot is small and not public, and participants will be asked to agree to a Confidentiality Statement before taking part – this means that you will not be able to blog about the program or discuss it outside of your company.. We would be seeking feedback and suggestions from you about the service, its interface, and its effectiveness in generating revenue for your site. There is no exclusivity requirement and no minimum requirement for the number of ad units you may implement. You may use other contextual ads on the same pages as Microsoft ads during the pilot or implement only on the most relevant pages on your site.
You may also use Microsoft ads on the same sites and pages as Google ads as long as you do not have a specific exclusivity agreement with them.
“Competitive Ads and Services: In order to prevent user confusion, we do not permit Google ads or search boxes to be published on websites that also contain other ads or services formatted to use the same layout and colors as the Google ads or search boxes on that site. Although you may sell ads directly on your site, it is your responsibility to ensure these ads cannot be confused with Google ads.”
In addition, please take note of the following:
•We would request that you agree to take part in the pilot for at least two months or two full payment cycles.
•Only publishers who are U.S. based may take part; completing a W9 form is necessary to receive payment.
•Click rates will be closely monitored during the pilot and publishers whose click rates give cause for concern or are anomalous will be removed from the program and will not be paid for clicks on their ads.
•Microsoft can make no guarantee regarding the amount of any payments you may receive for the ads shown on your website during this test although the purpose of the program is to monetize your site with contextual advertising.
•We would ask that you not use a third party provider to serve Microsoft ads during this test program. If this is an impossible obstacle for you, please contact me about it.
•For the purposes of the pilot, you will be limited to a single account but you may implement ads on up to ten approved web properties that comply with the Microsoft adCenter editorial guidelines.
Best regards,
XXXXXXXX (for Aditi) at Microsoft
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Both the Senate and House Judiciary Committees are holding separate hearings today on the antitrust issues raised by the proposed Google-Yahoo search advertising deal. (More details on the deal here). Microsoft’s general counsel Brad Smith, whose fought his own share of antitrust battles on behalf of Bill Gates, will be wagging the antitrust finger at Google. In his prepared testimony, he will claim that the deal potentially gives Google control of 90 percent of search ads, will lead to fewer choices and higher prices for advertisers, and raise serious privacy concerns for consumers. He will say:
If search is the gateway to the Internet, and most believe that it is, this deal will put Google in a position to own that gateway and the information that flows through it. Never before in the history of advertising has one company been in the position to control prices on up to 90 percent of advertising in a single medium. Not in television, not in radio, not in publishing. It should not happen on the Internet.
Google’s chief legal officer David Drummond will respond that the deal is good for consumers because they will see better ads, and good for advertisers and Web publishers because more people will click on those ads. He will maintain that Google will not control all of Yahoo’s search advertising, and will point out that Yahoo will compete in that arena, continuing to sell its own ads. It will also continue to compete in regular search. And as for privacy, Google and Yahoo will not exchange “personally identifiable information” about each user.
Here are Drummond’s talking points, which are summarized on the Google Policy Blog (where you can also find his full testimony):
* This agreement will be good for Internet users (who will see ads that are better targeted to their interests); advertisers (whose ads will be better matched to users’ interests, allowing them to reach potential customers more efficiently), and website publishers (who will see increased revenue from better-matched ads on their websites).
* Google and Yahoo! will remain vigorous competitors, and that competition will help fuel innovation that is good for users and the economy. As we’ve said before, commercial arrangements between competitors are commonplace in many industries. Antitrust regulators in the US have recognized that consumers can benefit form these arrangements, especially when one company has technical expertise that enables another company to improve the quality of its products.
* Our agreement will not increase Google’s share of search traffic, because Yahoo will continue to run its own search engine and compete in online search.
* We’re particularly excited that as part of the agreement, Yahoo! will make its instant messaging network interoperable with Google’s. This will mean easier and broader communication among a growing number of IM users, and enable users to choose among competing IM providers based on the merits and features of the services.
* We have taken a number of steps in the Yahoo! agreement to protect user privacy. As Google supplies ads to Yahoo! and its partners, personally identifiable information of individual Internet users will not be shared between the companies. Yahoo! will anonymize the IP address of a searcher’s computer before passing a search request to Google.
That last point about Yahoo anonymizing user IP addresses could set an interesting precedent. Advertisers would rather see those IP addresses freely shared across ad networks and Websites so that consumers can be targeted no matter where they go on the Web. But Yahoo and Google obviously felt it could have been a big enough issue to squirrel the deal with the government. As Congress looks at behavioral targeting in general further down the road, that could pop its head up again (even n a non-antitrust context).
These particular antitrust hearings have been brewing for a while. Google and Yahoo have tried to protect themselves against Microsoft’s criticisms by structuring the deal as a straightforward arms-length commercial agreement. And the fact that Microsoft has a lot at stake in seeing the deal squashed doesn’t make it the strongest witness at these hearings. It is not exactly a disinterested third party, since it is still trying to wrangle the search business from Yahoo itself.
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After Yahoo quickly rejected Microsoft’s latest offer to buy its search business this weekend, Microsoft has just issued its own statement in the “he-said, she-said” wars playing out in public between the two companies.
According to Microsoft, after talking to investor Carl Icahn, Yahoo chairman Roy Bostock basically came crawling on his knees to Microsoft CEO Steve Ballmer indicating that better guarantees could revive the search-only deal. (Yeah, right). Microsoft came back with a proposal that ” significant revenue guarantees, higher TAC rates, an equity investment and an option for Yahoo! to extend the agreement over a 10 year period.”
The deal broke down, partly because of Yahoo’s belief that it had to take it or leave it within 24 hours. Microsoft denies ever setting a 24-hour deadline. (Maybe Carl Icahn did?) Whatever happened, it sounds like some lines got crossed there with all the telephone tag. But what do you expect when you have a three-way negotiation going on?
Update: Here is Carl Icahn’s version of events, and Jerry Yang’s most recent talking points e-mail to the troops (all republished in full, along with Microsoft’s statement, after the break):
Here is Microsoft’s statement:
Microsoft Sets the Record Straight
REDMOND, Wash. – July 14, 2008 - On the evening of July 12, Yahoo! Inc. released a statement relating to recent discussions involving Yahoo!, Microsoft Corporation, and Carl Icahn. Microsoft believes the statement contains inaccuracies that need to be corrected. Among other things, the enhanced proposal for an alternate search transaction that we submitted late Friday was submitted at the request of Yahoo! Chairman Roy Bostock as a result of apparent attempts by Mr. Icahn to have Microsoft and Yahoo! engage on a search transaction on terms Mr. Icahn believed Microsoft would be willing to accept and which Microsoft understands Mr. Icahn had discussed with Yahoo!.
Specifically, on Thursday afternoon, July 10, Mr. Bostock called Steve Ballmer’s office to arrange a call. On that subsequent call, Mr. Bostock told Mr. Ballmer that “with substantial guarantees on the table and an increase in the TAC (traffic acquisition cost) rate, there are the pillars of a search only deal to be done.” Mr. Bostock encouraged Mr. Ballmer to submit a new proposal to Yahoo! for a search only deal reflecting these terms.
After considering Yahoo’s request and taking into account Yahoo’s previous feedback about our prior search proposal, Microsoft determined late Friday to propose an enhanced search transaction. This proposal included significant revenue guarantees, higher TAC rates, an equity investment and an option for Yahoo! to extend the agreement over a 10 year period.
Microsoft’s proposal did not include changes to Yahoo’s governance.
At the time Microsoft submitted its enhanced proposal, Microsoft asked that Yahoo! confirm whether it would agree that the enhancements were sufficient to form the basis for the parties to engage in negotiations over the weekend on a letter of intent and more detailed term sheets. This discussion has been mischaracterized as a take it or leave it ultimatum, rather than a timetable in order to move forward to intensive negotiations. Yahoo! informed Microsoft on Saturday that it had rejected the proposal.
Jerry Yang’s e-mail to the troops, with talking points:
To: all-worldwide@yahoo-inc.com
From: jerry
Subject: over the weekend — joint microsoft/carl icahn proposal
yahoos,
on friday evening, our board received a search and restructuring proposal from microsoft and carl icahn.
in essence, this proposal would hand over to microsoft yahoo!’s search business and the rest of the business to carl icahn. our board rejected this for a number of reasons, that boil down to a determination that this deal would be disadvantageous to yahoo! stockholders. with our annual meeting quickly approaching on august 1, i want to give you an idea of what to expect over the coming days and weeks.
proposals and attacks by microsoft and carl icahn leading up to our meeting are likely to get even more contentious.
i know this could is distracting at the very least. but i know that we can count on all of you to continue to focus on what we do best — transforming the experiences of our users, advertisers, publishers and developers. i also realize that you, and our customers and partners, may have additional questions. to address these, below is a brief faq that should help.
please be assured that the board, the management team, and i are all focused on doing what’s best for the business and our stockholders. we are prepared to let our stockholders, not microsoft and carl icahn, decide what is in their best interests. and we look forward to the upcoming vote at our stockholder meeting.
thank you for your hard work and commitment to yahoo!.
jerry
**********************
Questions and Answers for Employees
Is Yahoo!’s management now considering selling off search and splitting up the company?
• Microsoft and Carl Icahn made a joint proposal for restructuring Yahoo! which included the acquisition of Yahoo!’s search business by Microsoft.
• Yahoo!’s Board rejected the proposal, concluding that delivering our search business to Microsoft on terms that would be disadvantageous to Yahoo! stockholders does not make sense.
• We remain committed to being a principal in algorithmic and paid search and believe that financial benefits from our announced agreement with Google will allow Yahoo! to advance its ability to compete in the convergence of display and search advertising by allowing us to accelerate investment in sponsored search, display and web search businesses in parallel.
Does Yahoo! believe that being a principal in both search and display is the best way to maximize stockholder value?
• We believe that the convergence of search and display is the next major development in the evolution of the rapidly changing online advertising industry.
• Our strategies — including our recently announced agreement with Google — are specifically designed to capitalize on this convergence.
What exactly did Microsoft and Carl Icahn propose to Yahoo!?
• Microsoft and Carl Icahn jointly proposed a complex restructuring of Yahoo! that would include the acquisition of Yahoo!’s search business by Microsoft.
• The Microsoft/Icahn proposal would require the immediate replacement of the current Board and removal of the top management team at Yahoo!. The Yahoo! Board believes these moves would destabilize Yahoo! during the up to the one year it would take to gain regulatory approval for this deal.
• Yahoo!’s Board of Directors determined that accepting the proposal is not in the best interests of its stockholders.
As an employee, what can I do to support Yahoo! during this time?
• We ask that you continue to focus on what we do best — transforming the experiences of our users, advertisers, publishers and developers, all while enhancing our leadership position in the online marketplace.
Additional Customer / Partner Questions and Answers
With all the commotion surrounding the Microsoft/Icahn proposal, as a customer/partner — should I be concerned that Yahoo! is taking its eye off the ball?
• Yahoo! is very focused on continuing to provide its customers and partners with the high-quality level of service and attention that they have come to expect from all Yahoo! employees, including management.
• While this public volley can be challenging for everyone, it does nothing to change Yahoo!’s fundamental commitment to maintaining the highest standards of service.
Is Yahoo!’s management now considering selling off search and splitting up the company?
• Yahoo!’s Board rejected the joint Microsoft/Icahn restructuring proposal that would have included the acquisition of its search business by Microsoft.
• Yahoo! remains committed to being a principal in algorithmic and paid search and believes that the financial benefits of our announced agreement with Google will allow Yahoo! to advance its ability to compete in the convergence of display and search advertising by allowing us to accelerate investment in sponsored search, display and web search businesses in parallel.
What exactly did Microsoft and Carl Icahn propose to Yahoo!?
• Microsoft and Carl Icahn jointly proposed a complex restructuring of Yahoo! that would include the acquisition of Yahoo!’s search business by Microsoft.
• The Microsoft/Icahn proposal would require the immediate replacement of the current Board and removal of the top management team at Yahoo!. The Yahoo! Board believes these moves would destabilize Yahoo! during the up to the one year it would take to gain regulatory approval for this deal.
• Yahoo!’s Board of Directors determined that accepting the proposal is not in the best interests of its stockholders.
Carl Icahn’s version of events, via his latest letter to shareholders:
July 14, 2008
Dear Fellow Yahoo! Shareholders:
Over the years I have attempted to make changes at many companies but I have yet to see a company distort, omit and twist events and facts in the manner that Yahoo! has done in their press release issued Saturday night, July 12th.
During the last week, Goldman Sachs called me a number of times asking me to relate to them any transaction that Microsoft might be interested in transacting with Yahoo! I discussed with them the possibility of doing a “Search only” deal wherein Microsoft would purchase “Search” from Yahoo! and pay Yahoo! for any searches that would originate from a Yahoo! content page. Yahoo! felt that a deal of this nature would be very interesting, but only if Microsoft would guarantee the revenue that Yahoo! now received. This would obviously be a great deal for Yahoo! because Yahoo! would, for five years, receive a minimum of the $2.3 billion they are currently receiving as long as they continued to supply the page views and affiliate traffic they now had. Heretofore, Microsoft had been unwilling to even come close to making this guarantee. However, after I negotiated with Steve Ballmer for the better part of a week, he agreed to the guarantee. He also agreed to commit $7.7 billion dollars to the transaction (consisting of a $1 billion payment for “Search”, a $2.8 billion loan and a $3.9 billion tender offer to Yahoo! shareholders). Under the transaction, Yahoo! shareholders would receive $16.25 per share in distributions (consisting of cash and securities) and be left with a content company which would have a minimum guarantee of $2.3 billion per year of “Search” revenue from Microsoft and cost saving synergies from exiting the “Search” business that Yahoo! has publicly stated would be $750 million per year (excluding the benefits from reduction of stock compensation and other non-cash items). However, Microsoft believes the synergies from Yahoo! exiting “Search” would be far superior and that Yahoo!’s 2009 GAAP operating income would exceed $2 billion. Microsoft would be making a substantial equity investment in the remaining company at a valuation of $19.50 per share. Furthermore, Yahoo! would be spared the great expense of maintaining “Search” as well as having to spend billions in developing new technology to compete with Google and Microsoft — which it is highly doubtful they would be able to do successfully. Additionally, Yahoo! would be able to avoid the great risk of seeing “Search” continue to lose market share and eventually melt away.
I spoke to Goldman Sachs and Roy Bostock on Thursday concerning the breakthrough with Microsoft. A call to discuss the details of the transaction was then set up among Microsoft, Yahoo! and me on Friday afternoon, July 11th. However to my surprise and consternation, on the Friday call Yahoo!, instead of being interested in the Microsoft offer, seemed to me to be focused on who would be running Yahoo!. Finally, Steve Ballmer suggested that we not spend the rest of Friday afternoon on corporate governance. “First tell us if you like the deal,” he said.
The Yahoo! Press Release
a. Yahoo! in their Saturday night press release makes much of the fact that they were only given 24 hours to decide on the Microsoft offer because of the time constraints relating to the proxy fight, but neglects to mention that they were offered more time if they would be willing to postpone the annual meeting for a short period.
b. Yahoo! conveniently neglects in its press release to tell you about the extremely important above mentioned guarantees that Microsoft was willing to make;
c. Yahoo! tells you in their press release that a condition of the deal was the immediate replacement of the current board and removal of top management. Yahoo! neglected to mention we were willing to discuss keeping a number of the current board members and Jerry Yang as Chief Yahoo!
d. Yahoo tells you the Microsoft proposal precludes the potential sale of all Yahoo! however, they neglect to tell you that that train has left the station in that Microsoft is no longer willing to buy all of Yahoo! with the current board overseeing the company.
e. Yahoo!’s press release states that “this odd and opportunistic alliance of Microsoft and Mr. Icahn has anything but the interest of Yahoo stockholders in mind”, raising the innuendo that I am on Microsoft’s side in this manner. That is patently ridiculous. Since Yahoo! failed to consummate a transaction with Microsoft this year, I have spent hours and hours attempting to get the parties together because I believe that it is beneficial to Yahoo! shareholders to have a deal with Microsoft and I have worked hard trying to make it happen. It is important to note that my funds and affiliates own 70 million shares of Yahoo and own no shares of Microsoft or Google while the current board outside of Jerry Yang owns only the shares they have received from Yahoo for being directors. My interests are aligned with yours and not Microsoft and I think it is in our interest to have this transaction consummated so that we can get value much in excess of the recent and current market for Yahoo! shares.
In June, Microsoft apparently made a $33 per share offer for all of Yahoo! which was met with Yahoo countering at $37, thereby rejecting the $33 offer. Amazingly, before Microsoft decided that it would not buy all of Yahoo! with this board in place, it offered $33 and was turned down. The Yahoo! press release indicates that Yahoo!, in rejecting the current Microsoft proposal, stated that it would do a deal in which the entire company was sold to Microsoft for $33 per share. It is hard to understand why it turned down $33 and is now willing to accept it. It is the same obfuscation that is so prevalent in the rest of the press release. DON’T BE FOOLED.
I believe that, just like the $33 per share offer that was refused by Yahoo! in early June, refusing the Microsoft offer for the Yahoo! search business is also another grave mistake that will be deeply regretted. Our company is on a precipice and our Board seems ready to take the risk of seeing it topple — ARE YOU, THE REAL OWNERS OF YAHOO!, WILLING TO TAKE THE SAME RISK?
The following are the details of the offer that was presented by Microsoft to Yahoo! on Friday.
$/share should:
Value to Yahoo! Shareholders ————————- No Shares Tender———-All Shares Tender
1. Yahoo! distributes $12.5B in
Asian Assets —————-$9.00 ———————$9.00
2. Yahoo! distributes $3.5B in
cash to shareholders comprised of
$1B from Microsoft for search,
$2.5B of cash on hand ————–$2.50 ——————-$2.50
3. Microsoft offers $2.8B in
preferred debt at 5% —————$2.00 ———————$2.00
4. Microsoft tenders $3.9B for
Yahoo! shares at $19.50 ———————— $2.77
5. Remaining Shares
$16.73 = effective value of shares
after tender (86% x $19.50) ——————$19.50 —————–$16.73
Total Value To Yahoo! Shareholders ———————$33.00 ——————$33.00
Search Deal Would Increase Yahoo! EBIT to over $2B in CY09 — remaining share valuation represents 14.5 x GAAP pre-tax income
– Microsoft acquires Yahoo! search assets for $1B in cash
– Microsoft is the exclusive provider to Yahoo! and its partners of paid search, contextual search and algo search for the term of the deal
– Microsoft guarantees Yahoo! the greater of:
(a) 85% net revenues for the first three years, and 70% of net revenues thereafter,
(b) $2.3B per year of after-TAC revenues scaled down in event of underperformance of Yahoo! US Homepage views and affiliate rev.
– At the end of 5 years, the agreement expires unless Microsoft or Yahoo! exercise one of the following:
- Microsoft may extend the agreement for 5 years should Microsoft guarantee $3B net revenues per year
- Yahoo! may extend the agreement for 5 years with Microsoft bound to guarantee $1.6B per year
– Yahoo! no longer needs to support the costs of employees or infrastructure of the search business.
– Microsoft will cooperate with Yahoo! to allow Yahoo! to collect data from its web search to support its display advertising business.
– Microsoft will provide Yahoo! with a limited, non-exclusive IP license for use of search IP in support of its display advertising platform.
– Yahoo! will guarantee that Microsoft’s search will retain equal or greater prominence throughout the Yahoo! site as Yahoo! search does today.
Steve Ballmer has made it clear to me that if a new board consisting of my nominees were to be elected, Microsoft would be willing to enter into discussions immediately regarding a transaction along the lines described above. If and when elected, I strongly believe that in very short order the new board would, subject to its fiduciary duties, be approving an offer along these lines for its shareholders.
PLEASE VOTE THE GOLD PROXY CARD
Your vote is important. Please act at your earliest convenience.
If you’ve already signed and returned Yahoo’s WHITE proxy card, you can revoke that vote and cast a new vote by completing, signing, dating and mailing the GOLD proxy card today.
If your shares of Yahoo Common Stock are held for you by a broker or bank, only your broker or banker can vote your shares and only after receiving your specific instructions. In that case, you are asked to complete, sign, date and mail the voting instruction form today. Please do so for each account you maintain.
If you need assistance in voting your shares, please call D. F. King & Co., Inc., which is assisting us, toll-free at 800-859-8509.
Thank you for your patience, cooperation and support.
Sincerely,
CARL C. ICAHN
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Yahoo rejected a new Microsoft offer to acquire Yahoo’s search business earlier this evening. The offer, which apparently was made on Friday in cooperation with Yahoo investor Carl Icahn, was a variation on Microsoft’s previous offer to acquire Yahoo’s search business in exchange for cash, a partial stock buyout and revenue guarantees, required the complete replacement of the Yahoo board and executive management team, had a 24 hour expiration period and stated that there was no room for negotiation.
Yahoo rejected it, saying that the Google search deal they’ve signed is a better deal and adding that the requirement to replace the board and executive team is “absurd and irresponsible given the complexity of the deal.” We, by the way, agree with both points.
Yahoo formally offered to sell itself whole to Microsoft in the release as well, saying “the Board believes a whole company transaction could be negotiated and executed prior to August 1st,” and suggesting Microsoft’s original $33 offer will work just fine for them right now.
Full text of release:
Yahoo! Rejects Microsoft/Icahn Search and Restructuring Proposal
Yahoo! Suggests Microsoft Make A Proposal To Acquire Whole Company
SUNNYVALE, Calif., Jul 12, 2008 (BUSINESS WIRE) — Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company, confirmed today that it has rejected a joint proposal from Microsoft Corporation and Carl Icahn for a complex restructuring of Yahoo! that would include the acquisition of Yahoo!’s search business by Microsoft.
The proposal was made on Friday evening and Yahoo! was given less than 24 hours to accept the proposal, the fundamental terms of which Microsoft and Mr. Icahn made clear they were unwilling to negotiate. After reviewing the proposal with its legal and financial advisers, Yahoo!’s Board of Directors determined that accepting the proposal is not in the best interests of its stockholders.
The Board’s rejection of the proposal was based on a number of factors, including the following:
1. Yahoo!’s existing business plus its recently signed commercial agreement with Google has superior financial value and less complexity and risk than the Microsoft/Icahn proposal.
2. The Microsoft/Icahn proposal would preclude a potential sale of all of Yahoo! for a full and fair price, including a control premium.
3. The major component of the overall value per share asserted by Microsoft/Icahn would be in Yahoo!’s remaining non-search businesses which would be overseen by Mr. Icahn’s slate of directors, which has virtually no working knowledge of Yahoo!’s businesses.
4. The Microsoft/Icahn proposal would require the immediate replacement of the current Board and removal of the top management team at Yahoo!. The Yahoo! Board believes these moves would destabilize Yahoo! for the up to the one year it would take to gain regulatory approval for this deal.
Roy Bostock, Chairman of Yahoo! said, “This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!’s stockholders in mind. Clearly, Microsoft, having failed to advance in search, is aligning with the short-term objectives of Mr. Icahn to coerce Yahoo! into selling its core strategic search assets on terms that are highly advantageous to Microsoft, but disadvantageous to Yahoo! stockholders. Yahoo’s Board of Directors will not allow that to happen. Yahoo!’s Board remains open to any transaction that delivers full value to our stockholders - we just do not believe such a transaction should be dictated by Microsoft and a single short-term investor.”
Mr. Bostock continued, “After negotiating among themselves without the involvement of Yahoo!, Carl Icahn and Microsoft presented us with a ‘take it or leave it’ proposal under which we would be required to restructure the Company, hand over to Microsoft Yahoo!’s valuable search business and to Carl Icahn the rest of the Company, giving us less than 24 hours to respond. It is ludicrous to think that our Board could accept such a proposal. While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders.”
Mr. Bostock also noted that Microsoft’s position that it would not deal with, or otherwise engage with, Yahoo!’s management to reach agreement on this proposal or to implement it, is completely absurd and irresponsible given the complexity of the deal - one that requires the removal of half of Yahoo!’s business from Yahoo! and then the integration of it into Microsoft.
Yahoo!’s Board points out that a transaction to acquire the whole company would be much more straightforward and involve far less risk than the new proposal or any similar alternative. The Board believes a whole company transaction could be negotiated and executed prior to August 1st. In rejecting the Microsoft/Icahn proposal, Yahoo! not only repeated its offer to sell the entire Company to Microsoft for at least $33 per share, but also offered to negotiate an improved search only transaction. Microsoft rejected both offers.
Ironically, Carl Icahn, who jointly with Microsoft developed and presented this proposal, had previously urged Yahoo! not to sell its search business to Microsoft. Specifically, in an interview on CNBC’s Fast Money program, on June 4, 2008, Mr. Icahn said, “… it’s crazy for this company now to do this alternative deal and give the store away, because obviously, an alternative deal is a poison pill because once you’ve done an alternative deal and given the search to Microsoft, you don’t need Microsoft to buy you anymore. So, that would be a poison pill….”
Significantly, the Board believes Microsoft and Mr. Icahn are overstating the value their search and restructuring proposal would deliver to Yahoo! stockholders and are substantially understating the risks. Yahoo! noted that a transaction that would separate the Company’s search and display businesses is an undertaking of great complexity. While the Board acknowledges that the current proposal contains a number of improvements over Microsoft’s earlier proposal, the Yahoo! Board’s conclusion that the current proposal is not in the best interests of stockholders is based on a number of factors, including:
– The revenue guarantees suggested, which are conditional and subject to reduction, are well below the search revenue that the Company is expected to generate on its own and in association with its announced commercial agreement with Google. That agreement alone is estimated to generate $250 to $450 million of incremental cash flow for the first twelve months following implementation, while allowing Yahoo! to remain a principal in paid search;
– The success of the remaining Company is critically dependent on Microsoft’s ability to effectively monetize search;
– Microsoft/Icahn’s proposed Traffic Acquisition Costs rates are below market;
– The proposal calls for Yahoo! to sell its industry-leading algorithmic search business and its related strategic and valuable intellectual property portfolio for no incremental consideration; and
– Many of the components of the headline value that Mr. Icahn and Microsoft put forward, such as the spin-off of the Yahoo!’s Asian assets and the return of cash to stockholders, are steps that could be taken by Yahoo! on its own and the Board continues to evaluate these options.
Mr. Bostock concluded, “Microsoft and Mr. Icahn are trying to dismantle the Company and deliver our search business to Microsoft on terms that would be disadvantageous to Yahoo! stockholders. We are prepared to let our stockholders, not Microsoft and Carl Icahn, decide what is in their best interests and we look forward to the upcoming vote.”
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The pitched battle between billionaire investor Carl Icahn and Yahoo for control of its board could hinge on whether Icahn can convince the company’s two largest institutional investors to vote for his alternate slate of directors. Those two investors are Gordon Crawford of Capital Research and Bill Miller of Legg Mason. As of May 7, they each controlled 16 percent and 6.7 percent of Yahoo stock, respectively. Icahn owns at least 4 percent. That’s more than a quarter of the voting shares between the three of them.
Crawford has reportedly threatened Yahoo that he might throw his support behind Icahn, although he hasn’t done it yet. And that was before Icahn’s Gossip Girl pact with Steve Ballmer to jointly destroy Yahoo.
Did that pact make any difference to change the minds of Crawfod or Mason? Asked by Reuters reporter Ken Li at the Allen Company conference in Sun Valley, Mason replies:
The difficulty with Icahn is he’d have more shareholder support if he would say he wouldn’t sell the company for less than $33.
In other words, put up or shut up. Despite plotting for hours with Steve Ballmer, the only agreement Icahn got out of Microsoft was to come back to the negotiating table to discuss another deal. And why wouldn’t Microsoft talk to a new board charged with selling the company? It could probably get it for a steal, certainly less than the $31 a share it originally offered. And you can forget about that $33 offer it later dangled in front of Yahoo, only to be rejected by Yang & Co.
Mason is basically saying that if Icahn can do the impossible and turn back the clock, he’d vote for Icahn’s board. Otherwise, investors would just be handing Microsoft the company for whatever price it wants. But Microsoft is not going to agree to any new price before the August 1 shareholder meeting.
It sounds like Ichan still has some convincing to do.
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Microsoft has announced this morning the availability of hosted Exchange, Sharepoint, collaboration and communication as part of the Microsoft Online suite. The hosted platform is a direct competitor to the Google App platform, which is currently available either for free or for as little as $50 per year.
The service plans for the Microsoft deals start from $3 per user per month - and with that plan users get an Exchange mailbox with webmail access, sharepoint server access and the basic communication tools such as messenger. The full hosted Exchange and Sharepoint, along with collaboration tools, starts at $15 per user per month - which is around $180 per year. While the alternatives are a lot cheaper, for most businesses an Exchange-based solution is at a different level than what Google or any other web-based company can provide.
Exchange already has deep penetration into the enterprise, and the online platform and suite integrates nicely with existing windows domains - so users can easily move users and mailboxes between hosted online or hosted on the local network. Pricing is a little more than what it would be with just an Exchange license, but it includes the hosted environment, administration tools and integration into other products such as hosted Dynamics CRM.
Microsoft also announced this morning that they will be paying partners a 12% fee for all new customers that they refer to the platform. Microsoft has a very large partner base (over 15,000 of them are currently meeting at the partner conference where this was announced), who are all ready to go out and sell this solution into businesses at all levels - something that Google does not have.
Continue reading at Techcrunch IT >>
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Until today I’ve largely been a big supporter of Microsoft’s efforts to acquire Yahoo. A couple of days before Microsoft placed its initial $44.6 billion bid for the company, I told Fox Business Channel that a Microsoft merger had to happen to save Yahoo (and I certainly wasn’t the first to say this, I just had magnificent timing).
Throughout the ups and downs and stupendous drama of the negotiations, I held firm that a deal was in the best interests of both companies. Not because I’m a huge Microsoft fan, but because the health of the Internet requires a competitive search market. Google controls too much market share and too much related search revenue. A counterbalancing force is needed to keep the system healthy. And Microsoft or Yahoo standing alone cannot counter Google.
But when Microsoft pulled its bid just as Yahoo was about to accept and replaced it with a search buyout deal that I described as equivalent to them trying to get the milk for free instead of buying the cow, I began to wonder if things were getting out of hand. Since then, Yahoo has quite literally prostrated themselves before Microsoft to get a merger done, even perhaps at a price much lower than Microsoft’s original bid. And Microsoft has largely toyed with them.
Yesterday’s shenanigans, however, clearly crossed a line. Microsoft and activist Yahoo shareholder Carl Icahn jointly announced that they’ve been talking, and that Microsoft may be willing to entertain a full buyout offer once again. But only on the condition that Yahoo’s board of directors is replaced: “We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company.”
Icahn explained further, saying that Microsoft can’t be expected to let Yahoo stay in current management’s hands during the months-long closing period after a transaction is consummated. He added: “Jerry Yang and the current board of Yahoo! will not be able to “botch up” a negotiation with Microsoft again, simply because they will not have the opportunity.”
This is largely complete nonsense. During the transition period after a merger agreement Microsoft and Yahoo would be working closely and Yahoo would be unlikely to take any actions that jeopardize the deal. What’s far more likely is that Microsoft, led by CEO Steve Ballmer, have taken Yahoo’s rebuffs entirely too personally. It’s no longer just about business, it’s about destroying and humiliating the people who embarrassed Microsoft. And sadly, that has nothing to do with creating a balance of power in search.
Just as I criticized Yahoo for not quickly accepting Microsoft’s offer in early February before the mass executive exodus and destruction of shareholder value, I now point the finger at Microsoft. Yahoo is standing at the altar waiting for you to say “I do,” Microsoft. Time to put up or shut up.
I’m all for a merger. But I won’t stand by quietly while Microsoft destroys what’s left of Yahoo just because it can.
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Dissident Yahoo shareholder Carl Icahn and Microsoft have been talking to each other (as has everyone else involved in a possible Yahoo deal, including Yahoo and AOL over the weekend). In a letter to shareholders, reproduced below, Icahn notes that he and Microsoft CEO Steve Ballmer have been discussing possible transactions over the past week, and that Ballmer ” made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo! . . . immediately.”
Microsoft is throwing its weight behind Icahn’s proxy battle, going so far as to signal that an Icahn-controlled Yahoo is the only one that it is willing to restart negotiations with. Icahn says Microsoft won’t enter into any deal with the current Yahoo board because of the risk that the company will be “mismanaged” in the nine months or more it could take to finalize a deal of this size. He states:
Steve made it abundantly clear that, due to his experiences with Yahoo! during the past several months, he cannot negotiate any transaction with the current board.
In a coordinated statement it just released, Microsoft confirms that while it has “concluded that we cannot reach an agreement” with the current board and management at Yahoo, and that “after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!”
Microsoft is basically telling the market that the only way a Microsoft deal can be revived is by voting the current board out. Yahoo’s stock is up 10 percent this morning on the news to $23.50, last time I checked.
Icahn makes it sound like he and Ballmer are closer than two teenage Best Friends Forever, talking on the phone for “as long as an hour,” gossiping about what they plan to do to Yahoo. But Microsoft is not guaranteeing anything, just that it would talk to Yahoo again if a new board is elected that is more open to a deal than the current one. It would be Microsoft’s fiduciary duty to do so anyway. Ballmer just likes slapping Yahoo around. He is not really committing to anything.
Yahoo, for its part, plans on arguing at its shareholder meeting that selling its search business to Microsoft makes no sense. But one of its counterpoints to Icahn’s original five-point plan, that Microsoft is no longer interested in a full acquisition of Yahoo, is now officially invalid.
Update: Yahoo responds, saying these announcements are silly because Yahoo’s current board is ready to negotiate a full sale of the company with Microsoft. Here is the full statement (I’ve bolded parts of it for emphasis):
Yahoo!’s Board of Directors continues to stand ready to enter into negotiations with Microsoft Corporation for an acquisition of Yahoo!. Indeed, as recently as June, Yahoo!’s independent directors and management approached Steve Ballmer about just such a transaction, only to be told that Microsoft was no longer interested even in the price range which they had previously proposed. Now Mr. Ballmer and Mr. Icahn have teamed up in an apparent effort to force Yahoo! into selling to Microsoft its Search business at a price to be determined in a future “negotiation” between Mr. Icahn’s directors and Microsoft’s management. We feel very strongly that this would not lead to an outcome that would be in the best interests of Yahoo!’s stockholders. If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately. And if Mr. Icahn has an actual plan for Yahoo! beyond hoping that Microsoft might actually consummate a deal which they have repeatedly walked away from, we would be very interested in hearing it.
Read both Microsoft’s and Icahn’s coordinated statements after the break:
Here is Microsoft’s statement:
In the past week we have had the opportunity to discuss with Carl Icahn the prospects for a possible agreement between Microsoft and Yahoo!.
Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!. We have concluded that we cannot reach an agreement with them. We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company.
As Mr. Icahn notes in his statement today, it would be premature to discuss at this time important details such as the price or other terms of a possible transaction. We respect the right of Yahoo!’s shareholders to determine the destiny of their company, and we do not intend to engage in ongoing commentary on these issues in advance of Yahoo!’s shareholder meeting.
As we explained on June 12 when Yahoo! announced an agreement with Google, we believe that our proposed search acquisition and partnership would have delivered superior value to Yahoo!’s shareholders and the marketplace as a whole. We have not changed our position, even as we continue to move forward with our own online search and advertising offerings. We therefore welcome interest by Mr. Icahn in pursuing this and other discussions.
While of course there can be no assurance of a future transaction, we will be prepared to enter into discussions immediately after Yahoo!’s shareholder meeting if a new board is elected.
Here is Carl Icahn’s letter to Yahoo shareholders that Microsoft is responding to:
Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153July 7, 2008
Dear Yahoo! Shareholders:
During the past week I have spoken frequently with Steve Ballmer, CEO of
Microsoft. Several of our conversations have lasted as long as an hour. Also,
a few of our discussions have taken place while other top executives, such as
Kevin Johnson, participated. Our talks centered on the industry in general
but, more importantly, on how Yahoo! and Microsoft can do a transaction
together. Steve made it abundantly clear that, due to his experiences with
Yahoo! during the past several months, he cannot negotiate any transaction
with the current board. His logic is simple. If and when a transaction was
consummated, Microsoft would be guaranteeing a great deal of capital at
closing. However, a transaction could take at least nine months and perhaps
longer to obtain regulatory clearance in the U.S., Europe, and elsewhere.
During that period, if the current board and management team of Yahoo!
mismanage the company (and their recent track record is far from reassuring),
Microsoft would be putting its money at risk and a great deal could be lost.For example, in a transaction to purchase the whole company, a very large
amount of capital would be due at closing. Even in an “alternate” transaction,
where just the “Search” assets were purchased, large guarantees would have to
be made and, again, large sums could be lost if the company was mismanaged.
Microsoft perceives this risk may be quite high with the current board and
management in place. However, Steve made it clear to me that if a new board
were elected, he would be interested in discussing a major transaction with
Yahoo!, such as either a transaction to purchase the “Search” function with
large financial guarantees or, in the alternative, purchasing the whole
company. He stated that Microsoft would be willing to enter into discussion
immediately if the new board that has been nominated were elected. While there
can be no assurance of a future transaction, as many of you know, I have
negotiated successfully a large number of transactions over the past years. If
and when elected, I strongly believe that in very short order the new board
would, subject to its fiduciary duties, be presenting to shareholders either a
purchase offer for the whole company or a very attractive offer to purchase
“Search” with large guarantees. I hope to continue to be speaking to Steve
over the next few weeks; however, since I do not as yet represent the Yahoo!
board, both Steve and I do not wish to get into details over price, or even
which of these transactions makes the most sense.Much has been said about how badly the Yahoo! board has “botched up”
negotiations with Microsoft over the past months. There is no need to keep
pointing out the mistakes I believe Yahoo! made by not immediately taking a
$33 offer made by Microsoft. But one thing is clear — Jerry Yang and the
current board of Yahoo! will not be able to “botch up” a negotiation with
Microsoft again, simply because they will not have the opportunity.Our company is now moving toward a precipice. It is currently losing
market share in its “Search” function; our current Board has failed to bring
in a talented and experienced CEO to replace Jerry Yang and return Jerry to
his role as Chief Yahoo!, and currently it is witnessing a meaningful exodus
of talent. It is no secret that Google (which hired a great operator as CEO)
continues to dramatically outperform Yahoo!. According to publicly available
information, Google’s income from operations grew 59% per year over the last
two years while Yahoo!’s shrank 21% per year. However, none of the above has
caused the Yahoo! board to hesitate in paying themselves $10,000 per week. IT
IS TIME FOR A CHANGE.If elected, I have little doubt that the new board, subject to its
fiduciary duties, will do what the current board will not do, i.e.,— Immediately start negotiation with Microsoft to sell the whole company
or, in the alternative, sell “Search” with large guarantees.— Move expeditiously to replace Jerry Yang with a new CEO with operating
experience.Sincerely yours,
CARL C. ICAHN
(Photo by Sam Lustgarten).
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Even back in January when Microsoft agreed to pay $1.2 billion for enterprise search company Fast Search & Transfer, it was mired in an accounting scandal and trading in its stock had been suspended. Its aggressive accounting for phantom deals that never materialized earned it the moniker the “Enron of Norway.” But more sordid details keep coming out from some tenacious reporting by the Norwegian press.
The latest account comes in the June 28 issue of the Norwegian magazine Dagens Næringsliv. In an article (in Norwegian) by Trond Sundnes, Dagens Næringsliv, Gøran Skaalmo, the magazine details how the Norwegian company booked free software trials as revenues, and how its executives set up shell corporations for allegedly self-dealing purposes. A translated version of the article (embedded below) is making the rounds among Fast’s competitors and inside Microsoft itself.
The problems at Fast were financial in nature and tied to an overly aggressive sales culture, which arguably Microsoft can fix. But it does point to a certain blindness on the part of Microsoft, or at least a willingness to look the other way, in its obsessive quest to become a player in search (see Yahoo and Powerset). It also raises questions about Fast’s underlying search technology. If Fast was having trouble closing deals for its products, how good can its technology really be?
According to the article, Fast had booked $50 million in fake revenue, $20 million in fictional contracts, and former top executives closely linked to CEO Markus Lervik siphoned off $6 million to shell companies they controlled. Lervik continues to lead the business and is currently the vice president for enterprise search at Microsoft.
Some of the details from the article include:
—The company had an aggressive practice of giving enterprise customers free trial periods and marking them down as tentative deals.
—One of these was a large $18 million deal with Australian Telecom company Telstra that the company recognized as revenues in late 2006. But the deal then failed to materialize.
—A second deal for which Fast never got paid was with Accoona, another shady search company.
—An audit uncovered unauthorized payments to a shell company in Fort Myers, Florida called Archtech that is owned by a former Fast VP, Peter Bauert and Fasts’s former CFO Ali Riaz (through yet another company he controls called Bluebird Collabo). That’s Riaz in the Audi pictured above.
Lervik never responded to repeated requests for comment, but Microsoft did. It sent adjusted annual reports for 2006 and 2007 which noted that over 30 million Norwegian Kroner ($6 million) was “irregularly” paid and “wrongly approved” to:
. . . companies owned or controlled by persons who at the time of the transactions were closely related parties.
That is an apparent reference to Archtech and other shell companies that were supposedly reselling Fast software. The problem, according to the the documents Microsoft provided, was that these related companies “purchased” $3.5 million worth of software licenses for which Fast was never actually paid.
I always wondered what the “transfer” part of Fast Search & Transfer referred to.
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I spoke with Powerset cofounder/CEO Barney Pell and Microsoft’s Live Search General Program Manager Ramez Naam shortly after Microsoft’s announcement of their acquisition of Powerset earlier today.
Microsoft intends to use Powerset’s natural language search technology as a major differentiating factor v. no. 1 search player Google (see our recent coverage of Live Search Cashback, a another Microsoft search effort aimed at getting more market share).
TechCrunchIT goes into detail on how effective Powerset may be as a weapon. But a few things are clear - the resource limitations (cash and computing resources) that slowed Powerset’s development are now history. The relevance problem is less important since Microsoft core search relevance is quite good. And users really seem to like the beta launch of Powerset even with the limited dataset.
Naam says 5% of searches contain elements of natural language that keyword based search algorithms don’t handle well, and there’s an assumption that as better results are returned, more people may start to simply type a normal sentence instead of a couple of keywords. Microsoft will integrate at least parts of Powerset technology into Microsoft Live Search by the end of the year, Naam says. I expect we’ll be hearing a lot more about natural language search coming out of Microsoft shortly.
The full interview transcript is below, and you can listen to the MP3 over at TalkCrunch.
Michael Arrington: Hello this is Mike Arrington with Techcrunch. I have on the line today Barney Pell the co-founder and CEO of Powerset which was acquired, or actually announced that it was going to be acquired by Microsoft, earlier today the ancones was made. And from Microsoft I have Ramez Naam on the phone as well. He’s the group program manager for Microsoft Live search. Welcome Guys.
Ramez Naam: Thank you.
Barney Pell: Thank you.
MA: So just to be clear, what exactly was announced today? You announced that you’ve signed a deal, but not closed it yet.
RN: That’s right, we’ve signed the deal but the transaction has not happened but we’ve agreed on all terms for Powerset to become a part of the Live search team at Microsoft.
MA. Is there anything that can happen can stop the closing at this point?
RN: It would be very, very unexpected for anything to stop the closing at this point.
MA: Okay, and how long do you think it would take to close the deal, or more importantly really integrating the teams and move the product forward using Microsoft’s resources.
RN: Well, closing the deal, it’ll take a typical amount of time and not too terribly long, as far as integrating the teams, I think we’ll start on that immediately. And this is both a short term and long term task: Short term we think that Powerset has an amazing team, great people like Tim Converse, Chad Walters, Lorenzo Thione, Scott Prevost, Barney and they’ll have a big impact on Live Search before the end of the year your going to see significant changes and then long term as Barney likes to say, this is a 20 year vision, really the understanding what the pages are about, what queries mean. This is the front line of artificial intelligence, computer science and we’re going to be working on this for quite a long time to come.
MA: Ramez, did you say that your going to be integrating the teams right away?
RN: Yea, essentially yes.
MA: Ok, so effectively the deals close, that means that the deals closed, from an outsiders perspective, you guys are one company and you’re moving forward right now.
RN: We’re certainly laying our plans right now and talk about what we’re going to start doing. You won’t see any impact until the deal actually closes, but we have a a lot of ideas and a lot of conversations.
MA: Barney I’d like to, before we jump in too much more, I’d like for you to give a little bit of a background of Powerset, just a couple of minutes on when you first had the idea, the early days when you founded the company and just a couple minutes on that, and the basic ideas you had that resulted in you founding Powerset.
BP: Ok great. 3 years ago I was an Entrepreneur in residence at Mayfield, a venture capital firm. And I was looking at what was going to be the future of search, projecting forward in an open ended, visionary way and looking at what were the major trends. I had a previous background in a lot of artificial intelligence, and taking advanced AI technology from research labs, and getting them into the world. Either through Mission Critical, or mission operations at NASA, spacecrafts when I was at NASA, or internet search related technologies among other things.
I could see that there was going to be a huge amount of computing power becoming available over time, and that a lot of the work in AI and in particular natural language, was sort of nearing the time where it was going to be commercially ready, and these two trends would be converging just as search was becoming the center of our interactions with computers and tapping into all the information that is out there on the internet. So, I could really see that there were a set of trends that were going to converge it looked like the center of a perfect storm, I then having seen this vision, went out to evaluate how good was this natural language technology across the different groups, the research organizations, identified the key requirements that would make it work at scale, what kind of properties would a natural language search have to have to work at scale, how would the economics work now, and was now really the right time. And in my assessment of the different technologies out there, I found that the technology at PARC, after 30 years of development, had come to a point where it was actually ready to be taken out, and to be commercialized. And in principal ought to be able to work at scale. I began negotiating with PARC, with Ron Kaplan, who was leading the natural language group there for 30 years, and also with his colleague Danny. These were sort of the fundamental guys in computational linguistics over all this time.
And in parallel I found that there was another group that was related, working with the same PARC technology, already looking to apply it to search, in a research basis, and these were the folks at Fuji-Xerox Palo Alto labs including, Lorenzo Thione, and two of our other key people inside Powerset. And they had a similar vision on a research side, and they were already looking at the PARC technology and they were saying that this should be able to work. So, we actually had a shared vision, a shared recognition across all of us, that this could be possible. And Lorenzo would up saying right away, “let’s go do this, you know I want to join you”, and became a co-founder.
We then spent a long time negotiating with PARC to set up the right kind of teaming and partnership relationship, and to ultimately develop a very powerful license for this technology that would work for everyone. And during that time, we wound up, we were stealth for a while, and we would up hiring and building a great team, raising several rounds of funding, and basically building our product. And we had to build a lot of challenging infrastructure, take this natural language technology from the research labs, and really making it work on a large scale. Bringing together a world class search team, with together people like Chad Walters and Tim Converse coming on board, bringing their expertise and figure out how to make this stuff work on scale with natural language and the best of search, and then build up a product and user experience team that would be able to make this work in a way users would understand and be able to see the differentiation and like it.
Ultimately, after two years after we hired the first employees, we launched our product a couple months ago, demonstrating this capability on Wikipedia, and the response, you know we talked about this mike, the response that we had is that people generally really like the system and they just want to have it on the whole web. So I guess that’s a basic tour through the history of the company it’s only been 2 years since we hired any employees at all, and now the company is 63 people.
MA: How many of those 63 are search engineers and scientists?
BP: Most of them.
MA: Okay, how much money have you raised?
BP: We reported our series A round which we raised 12.5 million and that was including our angel bridge round. We actually didn’t report anything after that; clearly we did raise some more money, but we you know, we didn’t report anything.
MA: And what was the acquisition price?
BP: We’re not discussing that?
MA: Really, how about a ballpark? Everyone said 100 million is that where it ended up?
BP: We’re not even discussing ballparks, we’re not talking about it all together.
MA: That’s a great background of the company, but let’s talk a little bit about what you actually do that’s different in terms of thinking about Yahoo! Or Google search or search that Microsoft has today that’s keyword based and I’d love to go back to a post you did probably over a year ago now, maybe a year and a half ago, I think on your personal blog, where you talked about Powerset for the first time, and what you were trying to accomplish. From a non technical standpoint, what’s your vision for helping users search?
RN: One way to think about it is today’s systems that are out there, they don’t really understand language, so they don’t understand what a user is really saying, and the intent that’s behind the users query and they also don’t understand the documents that they are reading that they are ultimately trying to let the users find and by the way, they don’t understand the ads. So they don’t really understand anything and their based largely on statistical properties. Does this particular stream of characters appear with the right frequency in the right locations on certain pages? Does it all match? And it kind of does it pretty good job for being such a basic approach.
Now if you think about, what could you do if you had a system that could understand language? What if I could read? What if it’s already read everything in the document collection you’re interested in? Whether that’s a smallish collection like Wikipedia, or whether that’s potentially the whole Web? How could that actually help you? Well it could help in many ways. One, is you could just use more natural queries, just stating your intent as you actually mean it. Where that’s a full sentence or a question, or just a little bit of a linguistic phrase, or just some persons name. But it could understand that better and it could figure out what you want to do with this and how can I help. And then on the content side, if it could really read, then it could do a much better job matching the meaning of your query to the actual meaning that’s there in the documents. Moreover, it could present for you the results, you often have a challenge when you’re looking at search results of you see a little bit of a snippet kind of two lines worth of characters and you have to figure out from that, is that what I actually wanted? Because the system we have today don’t actually understand the queries and they actually don’t understand the documents, all they can really show you is where the keywords you asked are matched approximately in the right regions. But if they actually could understand both the documents and your query then they could present results, first of all, better two lines, or potentially a whole new kind of presentation.
MA: Just to cut in for one second the way you have described this before I have heard you talk about this is Google and other search engines look for key word batches and then present results ranked according to some sort of algorithm that determines how important a page is. You’ve said before that what Powerset does is it pre-reads the content. It uses artificial intelligence to actually try to understand what sentences mean and in the live search blog post today, the Microsoft announcement effectively of the deal they talked about a couple of examples that you know, a shrub and a tree are similar concepts that was one example, or that the word cancer could mean a disease or a horoscope. How does… Ramez maybe you want to jump in here to. How does that actually happen and what… a computer receives a sentence, your server sees a sentence, how does it actually start to parse that, again as non-technical as you can describe it.
BP: Okay, I’ll take that and Ramez, you can jump in on your examples.
RN: Great
BP: I guess one way to think about it is like when you are learning how to diagram sentences in elementary school. You draw these trees of a sentence and find here is the noun phrase and a noun phrase has a determiner like “the” and then it has a noun like “dog” and here is a verb phrase, and it might have a verb like “barks” and then what does it mean for the that word, bark is a verb and it has a “S” at the end and the way that it works, which we call morphology, that’s the present tense of that verb. And then the whole sentence is composed of those pieces, and so the meaning is built out of those. So you draw these diagrams when you are learning how to do it. And the kind of knowledge that’s in a natural language processing system like Powerset is using is sort of like that. Its basically extracting out both the surface structure, that kind of a tree structure of a sentence, and then its converting that into a series of different representation, ultimately into one which expressing that thing in fact. So it will basically say that there is a kind of activity here and it is a barking activity and the thing that is doing that activity, the subject of that activity, is a dog. Ok. So it is going from that sort of a surface structure of the language that you are seeing and converting it into a semantic factor representation. In addition, it is then able to draw on the individual meaning and relationships between words so if you saw that the sentence said “The poodle barks.” Then the system knows, if it can draw upon other knowledge about the relationship between words, as Powerset does, that poodles are a kind of dog. So if you as the user were able to say, “I want dogs barking” then it can actually then match the concept of dog to the concept of poodle and it is matching barking to barking and it is then doing this sort of semantic match for you which uses words you are not even using in your query and matching those against the document.
RN: I think everything that Barney said was right on. I think you see search engines including Live Search and also Google and Yahoo are starting to do more work on this matching not exactly what the user entered but it is usually limited to very simple things. So now all of us do some expansion of abbreviations or expansion of acronyms. If you type “NYC” in a search engine these days, in the last couple years, it understands that it means the same thing as New York. These are very very simple rules based things, and no one understands that bark has one meaning if it about a tree and a different meaning if it is about a dog. Or an example that someone gave the other day was the question of “was so and so framed.” And framed could mean a framed picture or it could mean set-up for criminal activity that did not occur, and so on. And you have to actually understand something of it is a person’s name then it applies to one sense of the word framed if it is not then it doesn’t. So one of the things that Powerset brings that is unique is the ability to apply their search technology to the query to the user’s search in ways that are beyond just the simple pluralization or adding an “-ing” is that Powerset also looks at the document, it looks at the words that are on a web page and this is actually very important. If you look at just the users query, what you have available to you to figure what they are talking about are three words four words five words, maybe even less. That can give you certain hints. If you look at a web page that has hundreds or thousands of words on it you have a lot more information you can use if you understand it linguistically to tell what its about, what kind of quieries it should match and what kind of quieries it shouldn’t match. And Powerset is fairly unique in applying this technology in the index on a fairly large scale already and with Microsoft’s investment and long term commitment we can scale this out even further, an apply it even more of the web, not just the wikipedia content they have thus far.
MA: Ramez how much work has Microsoft done in this area before today? Is it something that has been simmering, that you guys have been interested in, do you have a number of people on staff that are experts in this area, that have built technology around this? it would be interesting to know what you have done to date in this area.
RN: Well Microsoft has some leading people in natural language processing. We have applied the idea in machine translating, translating from one language to another, and in other areas of natural lanaguage, even things like the grammar checker in Microsoft Word comes out of our natural language work in some ways, and that is very exciting. The thing about the Powerset team is that it is purely additive, like the people inside of Microsoft research I have talked to about this are extremely excited. They see the Powerset team in San Francisco as great collaborators and see this as a great chance to exchange data, ideas, tools, and so on. All of this is going to help us directly. Also this is the first time we have had a focused team working just on natural language applied to search specificially, and not a broader area. With this kind of focused effort and the great technology that the Powerset team has built we’ll be able to make really rapid progress.
MA: Where are your search engineers today? Are they in Washington, or in your Mountain View office?
RN: The bulk of our team is in Redmond, and we have a small team that is in Mountain View, as well.
MA: For now is Powerset staying in their San Francisco offices?
RN: Powerset is absolutely staying in San Francisco. They have a fantastic office. I plan on staying down there a couple days a week myself. It is a fantastic location, and we want to grow the team so we are looking for more and more qualified search engineers and more and more computational linguists to join the team at Powerset, and keep scaling up.
MA: Barney, how many of you’re current employees, how many of your employees previously worked at Microsoft? Did anybody get hired back after leaving Microsoft?
BP: Actually I have not counted. I think we have a few Microsoft people, but it is not a high proportion.
MA: One of the things that has obviously hindered Powerset is that you need to index the entire web in a different way than search engines index them today because as you say your reading web pages instead of just noting key words and publicly you have said that you are not prepared to do that yet because it costs money and you wanted to prove it out with the beta product that looks at Wikipedia first. Beyond the fact that it is more expensive to index the web that way, that’s obviously, expense is not as much of an issue now that you are part of Microsoft, how long will it take. If you turned on the gas now full blast and wanted to launch a full version of Powerset that indexed the web, what is the fastest we could expect to see it.
BP: Umm, we are just getting together as a team to look technical integration and look at the best ways for our teams to work together and how we are going to combine and really leverage the resources that Microsoft has, so it is early a little early to say how long it is going to take before you see it. What I can say…
MA: Barney you have become media trained.
(Laughter)
MA: (Mocking) We are Microsoft. We cannot comment on future product releases. You gave me thirty seconds of nothing.
BP: No, No I prefaced it (laughter). I am not finished yet. With all that said about what I can or can’t actually say, what I think I can say is that Powerset has already been doing some experiments processing web pages. Arbitrary, random web pages using our technology, and those results are looking pretty good. It is already a pretty parallel system, so to some extent the basic experience you see right now could be replicated just by running the larger set of content that Microsoft already has using our technology running on the machines that Microsoft already has. Now that doesn’t mean that you would get the full search experience because there’s all the rest of the features that Microsoft has developed that we would want to integrate together to give a really coherent and good search experience. But some of the things you see already like the facts that Powerset extracts from the documents, to building profiles automatically of any kind of concepts that you have and the ability to show the pages with their automatically generated summaries. A lot of those features could really be done, at least to some level of quality today just by running it on a Microsoft infrastructure with resources that exist today. So we are going to have to figure out on what order are we developing what, but we feel that fundamentally the challenges of getting this up to web scale, the main barriers that were in our way, with Microsoft are now removed.
RN: A.) Barney is really showing his media training here, I am really impressed. His answer is also spot on, and something to bear in mind is, at this point, it has been primarily senior people across the teams that have been talking. And we really do have a very bottoms up culture inside of search. I think Powerset does as well. So we are going to connect more and more engineering teams now that we have announced this and we can start working on detailed plans. What we have super high confidence in is that this is a great fit, with great people. The cultures are actually very similar, and this is right on strategy with what we see as the big barriers to customers getting high quality results. You are going to see some short term stuff. We are going to get some stuff out there that is available to you on the live search site before the end of this year for sure. And then we are going to, as Barney was saying, take the current technology and start to scale it out out out. And will we go straight from wikipedia to the entire web? Will we have some interim stuff? I am not sure yet. But we will start scaling it up, and getting more and more benefit for customers over time.
MA: So do you think that you will launch this technology on live search, or will you launch something on Powerset, and sort of keep the brands separate for a while? Or are you ditching the Powerset brand? Have you thought about that yet?
RN: We are going to keep Powerset alive, we think it is a fantastic technology showcase, and we will probably always have some things that are really interesting to play and show people, but that aren’t quite ready yet to be exposed to all of our customers. But what really is the payoff for us is integrating the Powerset technology deep within live search, and really making that product the one that really shines, in addition to Powerset. We want to take Powerset’s technology and really broaden it out and impact tens of millions of people, if not hundreds of millions of people with the benefits of what Powerset brings.
MA: In December of last year, Peter Norwig, head of research at Google, was interviewed, and he said some things about natural language search that were interesting, and I’ll link to this when we post the podcast, but he said that, I will quote him. I would love to get your guys’ reaction out of this on just a product and science level. “We don’t think it’s a big advance to be able to pose something as a question as opposed to keywords. Typing what is the capital of France won’t get you better results than capital of France.” To me that doesn’t really respond at all to what Powerset is promising to do, and what it is already doing with wikipedia. But then he went on to talk about the limiting value, in his opinion, of