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February 12, 2008 1:04 PM PST

Yahoo's second-largest shareholder says Microsoft will need to up ante

by Dawn Kawamoto

Yahoo's second-largest shareholder is offering this assessment of Microsoft's proposed acquisition: Microsoft will need to "enhance its offer" to complete the deal; Yahoo will be in a "tough spot" if it wants to remain independent.

That judgment was included in the latest Legg Mason Value Trust newsletter by Bill Miller, the chief investment officer of Legg Mason Capital Management, which holds more than 80 million Yahoo shares.

Although the newsletter was released one day before Yahoo issued its rejection to Microsoft's buyout bid and Microsoft responded to Yahoo's rejection letter, some of the comments appear to still be current.

"We think it will be hard for Yahoo to come up with alternatives that deliver more value than Microsoft will ultimately be willing to pay," Miller said in the newsletter.

And Miller characterized Microsoft as needing to do the deal. Said Miller: "We think this deal is a strategic imperative for Microsoft."

Since Microsoft floated out its unsolicited buyout bid of $44.6 billion on February 1, Legg Mason has had conversations with both Steve Ballmer, Microsoft's chief executive, and Jerry Yang, Yahoo's founder and chief executive.

"It has been reported that Microsoft has been discussing a combination with Yahoo for well over a year and that it had been prepared to pay over $40 per share previously," Miller stated in the newsletter, noting that his firm is not able to determine the accuracy of the reports. "Our own valuation work puts the value of Yahoo in the range of those reported numbers, though, and we think Microsoft will need to enhance its offer if it wants to complete a deal."

Time will tell.

Dawn Kawamoto covers enterprise security and financial news relating to technology for CNET News. E-mail Dawn.
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Add a Comment (Log in or register) (6 Comments)
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People will stop using yahoo! is MS buys it
by MyRightEye February 12, 2008 2:01 PM PST
I know I will. It will only make Google bigger...
Reply to this comment
Because of all this Yahoo-Microsoft merger talk
by JCPayne February 12, 2008 3:13 PM PST
My friends and I all decided to become developers for Google's new GPhone Operating System.... Yup. I'm going to help crush Microsoft.
Do you kow...
by Commander_Spock February 12, 2008 6:30 PM PST
... what you are about saying "People will stop using yahoo! is MS buys it"?
Follow the money
by ppgreat February 12, 2008 2:09 PM PST
How much would Legg Mason stand to make on such a deal?
Reply to this comment
$800 million
by BlueLaser February 12, 2008 3:12 PM PST
If you do some rough guesstimation:

Current Yahoo share price: about $30
Price Mason wants MS to pay: $40/share
Shares Mason "owns": 80 million

So...a $10 premium on 80 million shares should add about $800 million of value to Mr. Mason's portfolio. In absolute terms, his Yahoo shares would be worth $3.2 billion instead of $2.4 billion if the MS deal goes the way he wants.
People Are Running for the Exits Already
by Sumatra-Bosch February 12, 2008 8:19 PM PST
Everyone I know is transferring their portfolio data to things like Marketwatch and taking up new email addresses elsewhere.

The pariah will arrive at a completely empty city. A few incompetents will be left behind to be beheaded and eaten whole by Ballmer.

It will be sad. And, of course, a complete and utter waste of MSFT money.

Couldn't happen to a nicer bunch of guys.
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