Breaking: Microsoft Corporation Rescinds Offer For Yahoo Inc

After months of contentious deliberation, Microsoft has effectively rescinded its offer
to purchase Yahoo Inc. Microsoft’s CEO Steven Ballmer officially
delivered a message to Yahoo CEO Jerry Yang stating that “a deal is not
to be.”

Ballmer’s indicated in his letter today, in which he explains at
length the reasoning for his company’s formal reversal on the buyout
attempt, that a hostile effort to claim ownership of Yahoo via a drive
to replace voting heads on the Yahoo board was in the end “not sensible
for Microsoft” to press forward with. Ballmer confirmed widespread
rumors that Microsoft had conveyed their willingness “to raise (their)
offer to $33.00 per share,” which would have “added approximately
another $5 billion of value to (Yahoo’s) shareholders.” The Microsoft
CEO also laid bare Yahoo’s true final request of $37.00 per share, at
the very least. All said, Microsoft would have had to have raised its
bid by a substantial $10 billion more than it promised in its original offer of $44.6 billion.

In the months following Microsoft’s bid for Yahoo, made official on
the eve of February 1, 2008, the value of Microsoft’s offer has
diminished as a result of the market decline of its own stock. It has
been estimated in recently days to have lingered at a decreased value
of some $41 billion.

The full transcript of Microsoft CEO Steven Ballmer’s withdrawal of his company’s offer for Yahoo follows:

May 3, 2008

Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Jerry:

After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.

I first want to convey my personal thanks to you, your
management team, and Yahoo!’s Board of Directors for your consideration
of our proposal. I appreciate the time and attention all of you have
given to this matter, and I especially appreciate the time that you
have invested personally. I feel that our discussions this week have
been particularly useful, providing me for the first time with real
clarity on what is and is not possible.

I am disappointed that Yahoo! has not moved towards accepting
our offer. I first called you with our offer on January 31 because I
believed that a combination of our two companies would have created
real value for our respective shareholders and would have provided
consumers, publishers, and advertisers with greater innovation and
choice in the marketplace. Our decision to offer a 62 percent premium
at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to
raise our offer to $33.00 per share, reflecting again our belief in
this collective opportunity. This increase would have added
approximately another $5 billion of value to your shareholders,
compared to the current value of our initial offer. It also would have
reflected a premium of over 70 percent compared to the price at which
your stock closed on January 31. Yet it has proven insufficient, as
your final position insisted on Microsoft paying yet another $5 billion
or more, or at least another $4 per share above our $33.00 offer.

Also, after giving this week’s conversations further thought, it
is clear to me that it is not sensible for Microsoft to take our offer
directly to your shareholders. This approach would necessarily involve
a protracted proxy contest and eventually an exchange offer. Our
discussions with you have led us to conclude that, in the interim, you
would take steps that would make Yahoo! undesirable as an acquisition
for Microsoft.

We regard with particular concern your apparent planning to
respond to a “hostile” bid by pursuing a new arrangement that would
involve or lead to the outsourcing to Google of key paid Internet
search terms offered by Yahoo! today. In our view, such an arrangement
with the dominant search provider would make an acquisition of Yahoo!
undesirable to us for a number of reasons:

– First, it would fundamentally undermine Yahoo!’s own strategy
and long-term viability by encouraging advertisers to use Google as
opposed to your Panama paid search system. This would also fragment
your search advertising and display advertising strategies and the
ecosystem surrounding them. This would undermine the reliance on your
display advertising business to fuel future growth.

– Given this, it would impair Yahoo’s ability to retain the
talented engineers working on advertising systems that are important to
our interest in a combination of our companies.

– In addition, it would raise a host of regulatory and legal
problems that no acquirer, including Microsoft, would want to inherit.
Among other things, this would consolidate market share with the
already-dominant paid search provider in a manner that would reduce
competition and choice in the marketplace.

– This would also effectively enable Google to set the prices
for key search terms on both their and your search platforms and, in
the process, raise prices charged to advertisers on Yahoo. In addition
to whatever resulting legal problems, this seems unwise from a business
perspective unless in fact one simply wishes to use this as a vehicle
to exit the paid search business in favor of Google.

– It could foreclose any chance of a combination with any other
search provider that is not already relying on Google’s search services.

Accordingly, your apparent plan to pursue such an arrangement in
the event of a proxy contest or exchange offer leads me to the firm
decision not to pursue such a path. Instead, I hereby formally withdraw
Microsoft’s proposal to acquire Yahoo!.

We will move forward and will continue to innovate and grow our
business at Microsoft with the talented team we have in place and
potentially through strategic transactions with other business partners.

I still believe even today that our offer remains the only
alternative put forward that provides your stockholders full and fair
value for their shares. By failing to reach an agreement with us, you
and your stockholders have left significant value on the table.

But clearly a deal is not to be.

Thank you again for the time we have spent together discussing this.

Sincerely yours,

Steven A. Ballmer
Chief Executive Officer
Microsoft Corporation

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