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Microsoft’s Live Search Cashback Scheme Fails To Move The Market Share Needle

When it comes to search, Microsoft is trying everything it can to become a serious player. It tried to acquire Yahoo, its latest version of Internet Explorer attempts to steer Web surfers away from Google, and then there is straight-out payola to search advertisers. I am talking, of course, of Microsoft’s Live Search Cashback promotion, which lets advertisers offer rebates to consumers who make a purchase after doing a Microsoft search.

After Live Cashback launched in May, Microsoft saw an initial one-month boost in its share of the U.S. search market (from 8.5 percent in May to 9.2 percent in June). But in July, its share slipped again down to 8.9 percent, according to comScore. Although we only have two months of full data (June and July) since launch to evaluate, it doesn’t look like Cashback is having any effect.

While two months worth of data is far from conclusive, it does suggest that in search you can’t buy market share. You have to earn it.

During the same period, this is what happened to Google’s and Yahoo’s U.S. search market share:

U.S. Search Market Share
———-May, 2008——June, 2008—–July, 2008
Google——-61.8%———61.5%———-61.9%
Yahoo——-20.6%———-20.9%———-20.5%

Click on the table below for a market share figures for all the major search engines going back to July, 2007

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Microsoft Turns Super Awesome TouchWall Into Super Snoozy PowerPoint Plugin

Remember TouchWall, the experimental Microsoft touch interface operating system we wrote about in May (here’s me playing with it)?

We’ve been trying to get Microsoft to send us a copy of the operating system so that we could build a touch interface computer the size of a wall, but they have yet to agree. Today they say the technology is still years off in terms of development. But the overall idea has inspired a new product which is being released today by Microsoft Office Labs - pptPlex.

Despite the horrible product name, some people will find this very useful. it turns PowerPoint into a more dynamic presentation tool that breaks away from the slide mentality to allow the presenter to zoom in and out of areas. No more worrying about whether or not a bit of text will be large enough to read when projected on a wall. You can simply zoom in on it.

A video overview is below:

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Apple Considers Streaming Media from iTunes to iPhone

AppleInsider has posted details about a patent recently filed by Apple that describes technology for playing iTunes content from a desktop computer remotely on an iPhone or iPod touch.

The new software would load only meta data about songs, videos, and other media onto a handheld device. It would then allow users to stream this media from their desktop computers on demand and even let them organize their iTunes libraries remotely (by adding, deleting, and moving files around). The main benefits come from saving space on your handheld device, where disk storage is scarce, as well as saving the time it takes to synchronize.

There’s been no official word from Apple on when or whether it plans to release this technology (it files patents all the time that go nowhere). But such a development could be seen as one step towards a streaming music service like Rhapsody or Napster, which have operated in stark contrast to Apple’s download model. However, the patent does not suggest that Apple plans to stream data from its own servers - just consumers’ own desktop computers, where they keep the music they have downloaded.

Apple could also be understood to be taking on at least one facet of Microsoft Mesh, which promises to make consumers’ personal files available to them on whichever device they use. Of course, MobileMe already goes to show that Apple has data synchronization on its mind - but perhaps there’s a broader trend here as well.

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Time Warner Ready To Unload AOL In Pieces. But At What Price?

Time Warner is moving forward with its plans to sell off AOL in pieces, and is finally ready to formally separate the AOL portal and advertising business from its legacy dial-up access business. But how much can it hope to get for these parts? When Google invested $1 billion in AOL a few years ago for a 5 percent stake, that valued AOL at $20 billion (which some people thought was an inflated figure even back then). Today, even after breaking it up, Time Warner will be lucky to get more than $7 billion for the whole lot.

Although it wants $10 billion for just the advertising and content business, there are only two serious potential buyers: Yahoo and Microsoft. And Time Warner is not making any friends at Yahoo by interfering with the selection of one of its new board members. If Microsoft turns out to be the only bidder, it would have no reason to offer much more than the $4 billion that the market is valuing the business at today. And, of course, all bets are off if Microsoft ends up buying Yahoo instead. (The dial-up business also only has one serious buyer: Earthlink).

According the WSJ (subscription required):

The Yahoo discussions have valued AOL at around $10 billion, excluding the dial-up business. In contrast, Time Warner’s current stock price — around $14 — suggests a value of no more than $3 billion to $4 billion for the ad-sales and content businesses, some analysts say.

Analysts value the [dial-up] business at only $2 billion to $3 billion, but Time Warner is expected to seek more than that in any sale discussion, according to people familiar with the situation. Despite having been in decline for several years, the business is still profitable and generates a predictable stream of cash. It serves 8.7 million subscribers, while EarthLink, the second-biggest dial-up service, serves 3.3 million, including broadband and Web-hosting subscribers

If Time Warner can convince Yahoo it still needs AOL, it might get closer to that $10 billion valuation for the online ad and content business. (Except that transaction would likely be structured so that Time Warner gives Yahoo cash in return for a large minority stake in the new combined AOL-Yahoo). According to comScore, AOL’s Platform-A is the largest online advertising network in the U.S. in terms of its reach, with 170 million individuals seeing its ads in June. Although Yahoo is probably bigger if you add together the reach of its advertising network with that of its own sites, depending on how much overlap there is. And many of those Platform-A ads, especially those from Advertising.com, are remnant ads sold at less than $1 CPMs (so volume is key).

(Disclosure: I own Time Warner shares).

How Much Is All Of AOL Worth?
( polls)

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Microsoft Scores Facebook Search Deal And May Get A Little Live.com Branding To Boot

Microsoft SVP Satya Nadella has announced that the company has expanded its deal with Facebook to integrate Microsoft’s Live Search into the social network. There are few details at this point, but Microsoft will be serving up advertising (both traditional and sponsored search results) through Facebook by the end of the year. Microsoft previously bought a $240 million stake in Facebook at a massive $15 billion valuation, in exchange for global advertising rights.

The news parallels the search deal that Google signed with MySpace in 2006, when it won the rights to provide search and advertising to the News Corp-owned social network, with a minimum rev share agreement of $900 million. Microsoft was also clamoring for search rights on MySpace at the time, but Google managed to beat it out by forging a hasty deal.

Google has had a hard time monetizing the search deal with MySpace, but it blames the under performance on the difficulty with monetizing social networks in general. It’s probable that Microsoft will run into similar issues on Facebook, but it may be just as concerned with exposing users to Live search as it is with generating revenue, at least in the short term. Back in 2006 Michael speculated that Microsoft may have been taking a loss on its initial advertising deal with Facebook, simply to beat out Google and get some traction in the advertising space. It may be taking a similar approach here.

Microsoft is eager to expand its Live search, which has languished far behind Google and Yahoo for years. In May the company launched an apparently desperate move to actually pay users for using the site through its Live Search Cashback program. That initiative has proven to be a success, increasing search usage by 15%. But Live search still trails Google and Yahoo by huge margins, accounting for only 9% of all search queries (Yahoo and Google account for 21% and 62% respectively).

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Socialize Me: How to add Atlas 'Reach Me' link to Lotus Connections Person Card

This is a "repost" (is that the right term) of How to add a Microsoft Sharepoint MySites link to the Lotus Connections Person card, but for Atlas for Lotus Connections. Once you follow these instructions, you are going to integrate Atlas for Lotus Connect

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Microsoft Rumbles, Rearms For Online War It Can’t Win Without Yahoo

Microsoft CEO Steve Ballmer dropped the ax today, and it landed on Kevin Johnson’s neck.

Johnson, Microsoft’s soon-to-be ex-President of Platforms & Services, has been with Microsoft since 1992. He was in the unfortunate position of leading the recent Vista effort through its very troubled launch, and running Microsoft’s online efforts while watching their lunch be eaten by Google. He takes a consolation prize: He will become the CEO of Juniper Networks, a $12 billion network hardware manufacturer.

So what’s next for Microsoft? The Windows and Windows Live products now report directly to Ballmer. All the online stuff, including search, advertising and most MSN/Live.com services will be headed by a new executive. Ballmer says they’ll look for the person to lead their Google-killing efforts both internally and externally.

Putting Johnson aside for a moment, It’s damn well time Microsoft put someone in charge of its online efforts. Johnson had to split his time with the Windows cash machine and the results have been somewhat predictable. A half time executive running a product that doesn’t even have a brand (Live? MSN? Microsoft?) can’t win against Google.

The truth is that the next guy (or gal) isn’t going to make any fast gains on Google, either, no matter how awesome Mesh and Silverlight are. Ballmer seems willing to spend as long as it takes, though, noting that the war with Google is over the long term, not the short: “In the coming years, we’ll make progress against Google in search first by upping the ante in R&D through organic innovation and strategic acquisitions. Second, we will out-innovate Google in key areas…”

That sounds like Microsoft will channel yet more Windows and Office profits into their Internet startup. There’s no question that they intend to compete in search and advertising any more. The only question is whether they have any chance of winning.

Even if Microsoft concedes that they have a years (decades?) long war on their hands, they have to face the fact that Google’s commanding lead in search, and the network-effect driven advertising wealth that comes with it, will be hard to beat. And all those client software profits won’t last forever, particularly since Google is eating away at that via their suite of free Office products.

The first thing Microsoft needs to do is buy Yahoo - all of it. That brings them to half of Google’s market share in search, and at least they’re in the game.

Another thing Microsoft needs to do is simply pick a brand name for the Internet side of things, and stick with it. Microsoft. MSN. Live. Whatever, just name it something a little catchier than “Online Services.”

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Mass Reorg at Microsoft Platforms & Services Division

Microsoft has just announced a major reorganization of its Platforms & Services Division. It will now be split into two groups (Windows/Windows Live and Online Services) which will both report to Steve Ballmer. That’s right. Steve Ballmer will now personally be running Windows.

Kevin Johnson, who used to head the Platforms & Services Division, will soon be leaving the company to become the CEO of Juniper Networks. Steven Sinofsky, Jon DeVaan and Bill Veghte will be in charge of the newly created Windows/Windows Live group. Microsoft has not yet chosen a leader for the Online Services group.

The full press release is below.


Microsoft Announces Reorganization of Windows and Online Services Business

Platforms & Services Division to Split Into Two Groups and Report to CEO Steve Ballmer.

REDMOND, Wash. — July 23, 2008 — Microsoft Corp. today announced that the Platforms & Services Division (PSD) will be split into two groups: Windows/Windows Live and Online Services, with both groups reporting directly to CEO Steve Ballmer. Microsoft also announced that PSD President Kevin Johnson will be leaving the company. Johnson will work to ensure a smooth transition.

“Kevin has built a supremely talented organization and laid the foundation for the future success of Windows and our Online Services Business. This new structure will give us more agility and focus in two very competitive arenas,” Ballmer said. “It has been a pleasure to work with Kevin, and we wish him well in the future.”

Effective immediately, senior vice presidents Steven Sinofsky, Jon DeVaan and Bill Veghte will report directly to Ballmer to lead Windows/Windows Live. The Windows organization recently announced strong annual sales, with more than 180 million copies of Windows Vista sold globally, and it has driven more than 100 million installs of its Windows Live suite. The organization’s innovation pipeline includes a new version of Windows Internet Explorer, the next version of Windows and the next generation of the Windows Live product suite.

In the Online Services Business, Microsoft will create a new senior lead position and will conduct a search that will span internal and external candidates. In the meantime, Senior Vice President Satya Nadella will continue to lead Microsoft’s search, MSN and ad platform engineering efforts. Microsoft recently announced a strategy to redefine search through innovations in the user experience and business models. As an example, the company’s cashback search program, announced in May, is already generating strong momentum among online shoppers and advertisers.

In addition, Senior Vice President Brian McAndrews will continue to lead the Advertiser & Publisher Solutions Group (APS). APS has great momentum, having signed more than 100 new publisher deals in the past year. McAndrews will continue to focus on the display advertising opportunity for Microsoft, driving execution and integration of advertising assets, including recent acquisitions such as Massive Inc., Navic Networks, ScreenTonic SA and YaData Ltd.

“Our Windows business is firing on all cylinders,” Ballmer said. “We see tremendous opportunity in search and advertising, and we have a clear strategy for investing in success today and growth in the future.”

“Microsoft is a special place and presents opportunity to so many,” Johnson said. “I have been so fortunate to have experienced 16 amazing years of building Microsoft’s business, learning from great leaders in the company and working with phenomenally talented people.”

Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

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Microsoft Searches Jump 15% After Live Cashback Launch

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 Testing Self Serve Publisher Advertising Product For The First Time

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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Google’s Talking Points For Today’s Antitrust Hearings: The Only One Who Won’t Like Our Yahoo Deal Is Microsoft

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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Microsoft Now Says Yahoo Came Crawling To Them (Again)

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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New Microsoft Offer, Quickly Rejected

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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Legg Mason’s Miller to Icahn: Put Up, Or Shut Up

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 Launches Hosted Exchange Deals

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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Microsoft Crosses A Line

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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Microsoft Signals It Would Rather Talk To An Icahn-Controlled Yahoo

carl-icahn.jpgDissident 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 yea