Defensive Strategy: Yahoo Sends CYA Letter to Shareholders

Today Yahoo sent a letter to their shareholders talking about the latest developments (wow what an understatment). I originally blogged that the Google deal was a ‘white knight’ deal for Yahoo. It forced Microsoft to run out on the deal. It was a godfather deal that allowed Yahoo to cover their ass against lawsuits (I’m sure they are coming).

Here is the letter that Yahoo sent out. I’m sure Kara Swisher will decode this for us. Mike Arrington says it’s a ‘buy the entire cow deal – the search milk isn’t for sale’.

My take: Yahoo will keep Jerry Yang and put a new team together. I’d love to fly that ship for a day. I think that Yahoo has some big guns it could bring out. They need guts and a maverick management team.

Dear Fellow Stockholders:

We are writing to update you on the latest developments here at Yahoo!, including our recently announced commercial agreement with Google and the outcome of our discussions with Microsoft regarding a potential transaction.

On June 12, we announced a non-exclusive agreement with Google that we expect will generate approximately $250 to $450 million in incremental operating cash flow for Yahoo! in the first twelve months following implementation. This cash flow will enhance our profitability as well as help support achievement of our key strategic objectives. Combined with continuing advances in our own search capability, the agreement is an important step in our efforts to capitalize on the high-growth online advertising opportunities where we are best positioned to compete successfully and create more value.

Let us explain why we find this new agreement so exciting.

The Yahoo!-Google Agreement is Financially Attractive and Strikes the Right Strategic Balance.

Under the agreement with Google, Yahoo! will continue to provide algorithmic and sponsored search results, but now will also have the ability to run sponsored search ads supplied by Google alongside Yahoo!’s search results. Advertisers will pay Google directly for each click on Google paid search results appearing on Yahoo!. Google will then pay us a fee (in industry jargon, traffic acquisition cost) based on revenue realized from click-throughs on ads supplied to Yahoo! by Google.

This carefully structured agreement strikes the right strategic balance, enhancing our financial results while advancing our strategic objectives of being the “starting point” for the most users on the Internet and offering such compelling value that advertisers will see us as the “must buy” in online advertising.

One of our key strategies for achieving these objectives is to capitalize on the increasing convergence of search and display advertising, where we are especially well positioned to compete and succeed. We have already accelerated our efforts to strengthen our presence in display through a variety of initiatives and acquisitions in recent months. Our new commercial agreement with Google enhances our ability to pursue this strategy.

Another key strategy is to open our platform to other developers to optimize monetization for our advertisers and publishers and provide the best experience for our users. We see this agreement as a natural extension of the efforts we have already made toward an open marketplace.

The Google agreement is non-exclusive and provides strategic and operational flexibility for Yahoo!. It allows Yahoo! to use Google’s services in those areas where Google monetizes our inventory more effectively but also permits us to continue to use our own search technology in areas where we believe we are most competitive. The net result is that the agreement helps us accelerate one of our strategic aims–closing the monetization gap. At the same time, it allows Yahoo! to continue to compete aggressively in search and display advertising.

Importantly, the agreement does not prevent Yahoo! from pursuing other alternatives that could increase stockholder value. Because the agreement can be terminated by either party upon a change in control, it would not preclude a transaction with Microsoft or any other potential acquiror in the future.

The Yahoo!-Google Agreement Does More for Stockholder Value than Microsoft’s Search-Only Hybrid Proposal.

We also want to update you on the conclusion to our discussions with Microsoft regarding a potential transaction. As we explained in our last letter, our board and management held numerous meetings and conversations with Microsoft about its proposal to acquire Yahoo!, both before and after Microsoft withdrew that proposal on May 3. On June 8, our Chairman, Roy Bostock, other independent board members, and members of Yahoo!’s management team again met in person with Microsoft representatives. At that meeting, Microsoft stated unequivocally that it has no interest in acquiring all of Yahoo!, even at the price range Microsoft had previously suggested.

Microsoft did propose an alternative transaction. Rather than acquire our whole company as it had been proposing for months, Microsoft now proposed to acquire only our search business for $1 billion and a share of future search advertising revenue. This proposal also included an $8 billion investment in Yahoo! but required Yahoo! to commit to a 10-year exclusive arrangement that would have made us dependent on Microsoft for all of our search business. It would also have given Microsoft veto rights on certain future Yahoo! actions, including a sale of Yahoo!. Our board of directors and management made a great effort–and conducted in depth negotiations–to elicit a feasible proposal from Microsoft that made strategic and financial sense for Yahoo!, but without success.

While Microsoft’s search-only hybrid proposal may have been helpful to Microsoft, our board and management concluded it would have had a significant adverse impact on Yahoo! strategically, leaving the Company without the operational control of search assets and technology we view as critical to our objective of becoming a leader in the converging search and display advertising business. The board and its advisers also carefully studied the financial impact of Microsoft’s proposal and concluded that it would have provided no meaningful improvement to our operating cash flow. In short, this proposal would have generated substantially less value for Yahoo! stockholders than Microsoft has suggested.

Based on all the key factors–strengthening our competitiveness, protecting our strategic position, generating attractive financial returns–the Google agreement is far better than Microsoft’s search-only hybrid proposal. That’s why we moved forward with it.

Your Current Board of Directors Has the Knowledge, Experience and Commitment to Best Represent Your Interests and Maximize Stockholder Value.

The events of recent weeks underscore the fact that your board of directors is far better qualified to represent your interests in the effort to maximize stockholder value than the slate put forward by Carl Icahn.

Based on Mr. Icahn’s narrow agenda, it seems highly unlikely that either he or his slate would bring added value to Yahoo!. Consider the following:

– Mr. Icahn put forward his slate so as to sell Yahoo! to Microsoft, even though he had no knowledge of the sustained efforts made by your current board and management to determine whether Microsoft was willing to engage in a transaction that would provide appropriate value and certainty of achieving that value. On June 8, Microsoft once again made it perfectly clear that it is not currently interested in acquiring Yahoo!.
— Mr. Icahn publicly opposed any alternative form of transaction with Microsoft. Your board and management, after thorough and deliberate negotiations and evaluation, separately concluded on its own that the alternative hybrid deal proposed by Microsoft was, indeed, not in the best interests of the Company or its stockholders.
— Mr. Icahn urged, as an alternative to a Microsoft transaction, that Yahoo! find a way to partner with Google that would not preclude a transaction with Microsoft in the future. We have done exactly that through the commercial agreement with Google we announced on June 12.

Simply put, you can choose to vote for a slate of nominees with no articulated plan for the future of Yahoo!–and who now have essentially no alternative agenda to offer you–or you can choose to vote for your existing board of directors which has the independence, experience, knowledge and commitment to navigate the Company through the rapidly-changing Internet environment, execute on our strategic objectives and deliver value for Yahoo! and its stockholders.

It is time for Yahoo! to turn its undivided attention to implementing its key strategies, and we therefore urge you to reject Mr. Icahn’s slate and his ill-defined agenda.

We strongly urge you to vote your WHITE Proxy Card today for your current board of directors.

We look forward to sharing our progress with you as we move forward and we thank you for your support.

Sincerely,

Roy Bostock Jerry Yang
Chairman of the Board Chief Executive Officer

Microsoft Has To Be Pissed – Google the White Knight

Kara Swisher has a detailed report of the Microsoft offer to Yahoo. Microsoft has to be pissed.

What we have hear is a failure to communicate (name the movie). Yahoo did the ‘godfather’ deal with Google. Google is Yahoo’s white knight – period.

It’s a smokey back room deal that saves Yahoo from clutches of Wall Street and an escape from the frontal assault from Microsoft.

Microsoft’s only move? Burn the village and buy up the market. I expect Microsoft to go on a rampage and buy up everything that moves. They have to retreat and regroup.

Microsoft’s move: change the game. Google won this battle.

SAI has a great writeup on the details and implications on the Yahoo pass on Microsoft.

It’s the Silicon Valley poison pill.

Victory for Silicon Valley; The Silicon Valley Poison Pill Worked – As Predicted

Today’s Microsoft retreat is a victory for Silicon Valley and all the startups.  Now that the troops are pulling out of Silicon Valley everyone is jumping up and down eager to get down to business – except the bloggers who are all trying to figure out what happened (not including Kara Swisher she was on top of this story from day one).

This outcome was clear to me from day 1 – Yahoo would fight to the death rather than roll over and take it up the butt from Microsoft.  As this chapter of history comes to a close the story is bigger than what the stock number was or one particular issue.  It was bigger than all of that.  As I wrote in February it was the Silicon Valley Poison Pill in action.  The culture in Silicon Valley is deep in tradition and this trophy in Yahoo was not going to Redmond.  Hey I’m a big fan of Microsoft and Dan’l Lewin here in Silicon Valley (except that blogger idiot Mark Ashton), but the culture of Silicon Valley just won out.  This is going to make one great John Markoff story for the NY Times. – go ahead John run with it.

Another story line here is the big win for all those starving Web 2.0 companies looking for a partner – Yes Yahoo will remain free to be a real force in the Web 2.0 community again.  Now with open social (yes reported here first) and with upcoming announcements of Yahoo opening up.  Yahoo is born again.  As we the kids cheer in baseball Yahoo employees are cheering – “2 out rally….2 out rally….2 out rally…2 out rally”.  If this doesn’t wake up the dead at Yahoo nothing will.

This is a win for Web 2.0 and startups around the world but mostly a big win for Silicon Valley.   Yahoooo

Don’t forget how Google is loving this.

Epic War: Tough Spot for Yahoo; Microsoft Occupation of Silicon Valley??

Mike Arrington had a great post this morning on Yahoo’s decision time.   Love the war reference. Mike agrees that Silicon Valley will be a war zone with collateral damage. The rats are already leaving the ship as predicted by Josh Kopelmans post today.   I’ve always loved Yahoo, but no matter what happens their fate is sealed.

The Microsoft invasion is happening and Google isn’t Netscape. Google is executing. This war will certainly be epic.

I’ve said that you can’t compare this Microsoft to Microsoft of the mid 90’s, and you can’t compare Google today to Netscape of yesterday.  Google is excuting and Yahoo isn’t.  It won’t be an easy fight for Microsoft.

As an aside I received an interesting comment from a Microsoft insider the other day.  He says “Since you’re thinking about MSFT/YHOO, my 2c: First, it’s a $44 billion admission that MS couldn’t get search and advertising right. Second, the culture clash will be dramatic. The only good part about it is that MSN could never decide if it wanted to be Google (alpha engineers) or Yahoo (content gods); now they’ve implicitly chosen the latter. We’ll see if that works. The trailblazers are actually aQuantive. They were assured that the MS engineers would do what the aQuantive biz people decided. Too early to tell if that’ll actually work, but it’ll be a leading indicator for the success of the YHOO acquisition. I’m not sanguine…”

The next logical question in this epic battle is “who is leading the troops for Microsoft”?  Looking at Microsoft leadership (the generals) will speak volumes about their plans to occupy Silicon Valley.  

WAR: Microsoft Invades Sunnyvale & Google Anwsers with “Lets Go”; The Business Models of WAR

Google answers Microsoft two days after Microsoft invades Sunnyvale.   Google is not backing down.  This is going to be good.   John Markoff writes a piece that this will actually be good for Silicon Valley.  I am not sure but it will be fun to watch.  Google is not Netscape.  

People: we are in a full-on WAR between Microsoft and Google.  Now Google fires back in a blog post saying Microsoft’s unsolicited $44.6 billion offer for Yahoo Inc. “raises troubling questions.”

Google’s blog post, by Google Senior Vice President David Drummond, asks whether Microsoft could “now attempt to exert the same sort of inappropriate and illegal influence over the Internet that it did with the PC.” It accuses Microsoft, which has been targeted by antitrust regulators in the U.S. and Europe for years, of “frequently seeking to establish proprietary monopolies — and then leveraging its dominance into new, adjacent markets.”

This blog post by Google is a complete smoke screen.  It is clearly a knee jerk reaction to Microsoft’s sneak attack into Silicon Valley last week.  I’m sure right now Google executives are jamming on  a counter attack.  They have to – Microsoft just invaded Sunnyvale.    Word inside Google right now – ‘calling all arms’.

As an entrepreneur you have to understand your environment, an no better time than now.  As big businesses try to figure out their place in this war so do startups.  That brings me to business models of WAR.

What do startups need to do – be a supplier of something.  Something of value and need in wartime.  Picks, shovels, food, shelter, arms, hostages,,.etc – figure it out because the WAR is on.

As John Markoff wrote today on Silicon Valley’s venture view…“There is a sense here among investors that Microsoft, as a more effective counterweight to Google, might actually serve to spur innovation in the Valley.  “When Microsoft was in the ascendancy, there were whole areas of investment that were of less interest to investors,” said William R. Hearst III, an affiliated partner with the venture capital firm Kleiner Perkins Caufield & Byers. “Now you could enter a new area and people will think that maybe one of the two colossuses will be interested in acquiring your start-up.”

Translation:  the opportunity for startups:   be a ‘WAR time” venture.

Microsoft’s War: Google is NOT Netscape. People: Please Stop the Comparison.

Joe Nocera of the New York Times writes that Microsoft is really a tired competitor.  Not sure I agree that Microsoft doesn’t have the weaponry – under the right battle plan I think that they can compete and surpass Google.  What I am sure of is that Microsoft will not “kill” Google.    Nevertheless, Google isn’t Netscape. 

Although there are many differences between Google and Netscape, the big difference is that Google is a multifaceted cash producing machine and Netscape was a one trick poney – the browser.  Netscape was an easy target for Microsoft at that time.  Today, Microsoft is fighting a different competitor.  Google has great cash flow and control of the most coveted market –  online advertising.  This fight for Microsoft is to the death.  Microsoft is the underdog not Google.  A case can be made that Microsoft is the Netscape and Google the old Microsoft – the tables are turned.    It’s going to get bloody.

 As I mentioned yesterday Microsoft is officially waging “War” against Google, Microsoft needs Yahoo.  Why?  Two reasons:  it’s search position and it’s user base of registered users.  The rest of Yahoo will fall into a product group or get ‘whacked’.   If this buyout goes down in Microsoft’s favor , then there will be a ‘ton’ of collateral damage at Yahoo.

WAR! Microsoft Officially Declares WAR on Google! Microsoft Makes $44.6 Billion Dollar Bid For Yahoo!

As the president ial elec tions (can use those political keywords because of a Techmeme flaw) is down to two person races, the Internet battle has been waged.  WAR!  It’s official.  It’s now a two company race:  Google and Microsoft.

I’ve been seeing the battle of the titans coming for sometime, but this is the open gambit of a World War between Microsoft and Google. – the rest of the Internet world is whitespace. 

I was writing up a review on the Google earnings while on a plane coming back from Flordia to Houston.   Two words sum this up: holy shit.

More to come… I have to get on a plane to SJC from Houston.  Unbelievable with impact to all.  This is an A-bomb.  It will affect big companies and startups.  Wow.