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





首先,我個人想感謝你、你的管理層及雅虎董事會成員,感謝你們騰出大量時間來考慮我們的收購請求。尤其是感謝你本人在這件事情上花費了大量時間和精力。我 個人覺得,我們雙方之間本週進行的討論很有益處,它使我首次明確認識到,哪些事情具有可能性,哪些事情不具備可能性。

對於雅虎不願接受微軟收購請求一事,我個人倍感很沮喪。我於今年1月31日首先向你們提出了收購出價,原因是我相信,如果微軟與雅虎合併,不但符合我們兩 家公司各自股東的利益,而且有利於我們向消費者、內容出版商和網路廣告商提供更多技術創新和服務,從而使他們獲得更多服務選擇。我們最初出價比雅虎當時股 價溢價 62%,這已充分體現了我們的收購誠意。

在微軟和雅虎本週進行的會談中,我們已願意把出價(由原來每股31美元)提高到每股 33美元,這同樣充分體現我們的良好收購願望。通過這次提價,將使雅虎股東增加將近50億美元的價值。如果與雅虎1月31日的收盤價相比,我們每股33美 元的出價已經溢價70%以上。但我們每股33美元出價仍然無法滿足你們的要求,你們堅持要求我們再增加50億美元或更多,即在每股33美元基礎上再至少每 股增加4美元。

此外,在經過我們雙方本週舉行的會談後,我個人已感覺到,如果微軟今後直接向雅虎股東提出收購請求,這種作法已顯得很不明智。原因是如果我們向股東提出收 購請求,勢必會導致長時間的代理權爭奪戰,而最終還得涉及交換收購(註:exchange offer,即交易通過股票方式進行)。本週會談中你們的態度使我們確信,在微軟髮起代理權爭奪戰期間,你們肯定會採取更積極的反收購措施,從而微軟收購 雅虎的實質意義大為降低。

為了對付微軟可能採取的「惡意收購」,你們採取了在搜索業務上Google合作的方式,並有可能今後把搜索業務完全外包給Google。我們對此很擔心。 我們認為,如果你們在搜索業務上與該業務領域的頭號人物合作,將使雅虎對於微軟的收購價值大為降低,其原因有以下幾點:

首先,雅虎與Google上述合作方式,將不利於雅虎本身的長期戰略。因為如此一來,你們等於是鼓勵雅虎網路廣告商今後轉向使用Google廣告平臺,而 不是使用雅虎的巴拿馬(Panama)廣告平臺。這將使你們的搜索廣告和顯示廣告戰略陷入分裂狀態,同時不利於雅虎顯示廣告長期戰略的執行。


再次,你們與Google合作將引起監管部門的反壟斷調查。在這種情況下,無論是微軟還是其他主動收購方,都不願看到自己收購後的公司還與反壟斷調查有所 牽連。除其他不利因素外,這類合作將使頭號付費搜索服務商的市場份額得以進一步增加,從而使市場競爭程度有所減低,消費者將無法獲得更多選擇。

第四,你們與Google合作後,Google今後將在自身和雅虎搜索平台中獲得關鍵詞搜索定價權。換句話說,Google將提高針對網路廣告商及雅虎的 收費。無論最終反壟斷調查結果怎樣,僅僅著眼於商業運營,你們這種作法已很不明智,除非是雅虎已決定完全退出搜索業務領域,而讓Google佔盡好處。








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