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February 13, 2008 10:50 AM PST

Yahoo faces shareholder suit, in talks with News Corp.

by Stefanie Olsen
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The bad news continues for Yahoo. This week, as the Internet company cuts an estimated 1,100 jobs, it's also been hit with a shareholder lawsuit for refusing Microsoft's $44.6 billion buyout offer. Google has also reportedly shied away from an earlier offer to help Yahoo with its search advertising business in order to fend off Microsoft's bid.

Yahoo continues to look for alternatives. According to a source familiar with the matter, News Corp. and Yahoo have been in talks about forging some kind of a deal that would counter Microsoft's offer. The source did not divulge details of the talks. A Yahoo spokeswoman declined to comment.

On Monday, the Wayne County Employee's Retirement System of Michigan, which owns about 13,600 shares of Yahoo, filed a lawsuit in a Michigan court asking that Yahoo be forced to consider the takeover, according to an article from Information Week. The lawsuit was filed after Yahoo rejected Microsoft's offer on the grounds that it undervalued the company.

That lawsuit adds to a previously filed class-action lawsuit against Yahoo. In the first week of February, the law firms Byrne & Nixon in Los Angeles and Barrett, Johnston & Parsley in Nashville, Tenn., filed a complaint against Yahoo for quietly refusing a buyout offer by Microsoft last year. That lawsuit alleges that Yahoo's board declined the offer to hold on to its members' lucrative, six-figure jobs, according to the San Francisco Chronicle.

Yahoo declined comment on any pending litigation. Google declined comment on its offer to help its rival.

CNET News.com's Elinor Mills contributed to this report.
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And they are sued on what Grounds
by Nael February 13, 2008 12:15 PM PST
For refusing M$ low ball offer.

Offer yahoo a real premium such 65.00 a share and then its a fair deal. Last time I checked , Yahoo is still my #1 destination on the web.

Yahoo should go Private for a few years so they dont have to answer to market pressures. Once private, they can do as they please in order to regain footing in the marketplace. Honestly as a long time user of Yahoo.

I can only imagine what has happened to MSN properties will happen to Yahoo.

At least Microsoft is finally admitting defeat in the Market Place, they know OS and desktop but not the Internet.

Yahoo needs to go Private! Do not sell out to news corp or MicroSoft and even avoid Google.


nael
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I'm willing to bet it's by proxy...
by Penguinisto February 13, 2008 1:40 PM PST
Given Microsoft's actions concerning OOXML and the ISO, I wouldn't put it past MSFT to 'gin up a few proxies willing to file a shareholder suit.

You are correct - if MSFT were serious, they'd pony up $65 per, or something in that neighborhood. A price like that would insure that even the board at Yahoo would say "hell yes!"

/P
$65 a share!! How dumb is that
by zboot February 13, 2008 3:40 PM PST
Yahoo was trading below $15 a share before MS made its offer. $65 a share for what is admittedly a crappy deal?

Tell me, how exactly is yahoo hot property? They've been going through massive layoffs. . . they're losing struggling to compete in the marketplace, they've got nothing exciting in the works or released in several years.

The execs should have jumped on Microsoft's offer from the get-go. Think about what happens if MS says, ok, we're no longer interested and buys something else. Yahoo's stock will plummet to way below what it was trading at before this all started.
Who is dumb enough to loan them the money
by fred dunn February 13, 2008 4:54 PM PST
To go private? You have to think of what is going on in the markets right now. The mood of the shareholders is not good, Yahoo doesn't have enough money to refresh it's aging infrastructure, much less grow. So why in God's name would any bank loan the board the money to buy back all of the outstanding shares?

Yahoo is going broke.

I would be very interested to know whether any board members sold stock after the microsoft tender but before the shareholders knew about it.

If I were a shareholder I would ask the SEC to look into the boards finances.
DUMBIES SELL NOW. YAHOO'S STOCK IS AT LIKE $29 NOW.
by JCPayne February 13, 2008 1:46 PM PST
... SELL NOW AND MOVE ON.
THEN AGAIN SOMEONE HAS TO MAKE THE LAWYERS RICH...
Reply to this comment
You bet! Get out while you still have value..
by fred dunn February 13, 2008 5:00 PM PST
in your stock. Yahoo is going down the tubes to satisfy the board's ego. You're right, Yahoo as the corporation will have to draw from those shareholder's capital to hire counsel which will be in the $millions all the while they (the Board) are protected from the shareholders by lawyers drawing off the shareholders investment and earning their six figure salaries.

SELL NOW!
Maybe Microsoft Should Change it's Bid....
by fred dunn February 13, 2008 4:47 PM PST
Lower. The executive board egos are going to be the last thing to go if the board has anything to say about it, and they do.
They had previous layoffs, now they are laying off another 1100 employees. No Capital to refresh it's aging infrastructure.

Yet they don't want to sell at a 62% premium over the share price at the Time Microsoft made the offer.

If I were tendering the offer to Yahoo it would no longer be at $44B because the board is eroding Yahoo to the point that it may be better just to start from scratch.

If I were a shareholder I would be angry too. The first lawsuit had it right. The only reason the board is not selling is so that they can retain their cushy salaries and bonuses.

If I were the SEC I would be looking at any trades being made by ANY of the board members.

Shareholders take note: The board is selling their stock while it still has some value left to it and that won't be long.

Microsoft is not going to tender the same offer and everybody knows it. Yahoo is going down the tubes with your investments in their pockets.
Reply to this comment
Microsoft shouldn't bid anymore...
by Dziyakerxs February 14, 2008 2:02 AM PST
"Ok then... To hell with you!"

If I were Microsoft, those are the very words I'll say to Yahoo after refusing the takeover...

The only reason why Microsoft wants Yahoo is because of its users. There are what? Millions of Yahoo Mail users out there and that fact, coupled with the other millions who use Yahoo services is what Microsoft is after.

Microsoft is in a win-win situation here. If Yahoo's board finally gives, then Microsoft will be in contention with Google (at least with search), if the board plays tough though, then all their stockholders will go crazy suing them one after the other... And then? No more Yahoo after a couple of months, pushing Microsoft into second place by default.

If I were a stock holder, I would've already sold or cashed-out the minute the offer was turned down.....
View reply
Internet Pie Revenue - from the Horse's Mouth
by dascha1 February 14, 2008 6:00 AM PST
Fox News Interview - Feb. 5, 2008 (Thurs) on the future of any
Internet
revenue with his group(s) - something to really Bank on??

CAVUTO: ..
One of the things they [writers] talk about, Mr. Murdoch ? and
you and I have
chatted about this before ? is, they want a slice of that Internet
promise or pie, if
you will. You have mentioned and Michael Eisner, the former
head of Disney, had
mentioned to me in separate interviews there is nothing there to
that pie. They say
otherwise.

But are they, in the end, likely to settle on the notion of getting
some of that pie?

MURDOCH: No, we are not doing anything there. As far as we
are concerned, there
is nothing there at the moment. We don?t know ? there may be.
Well, that will be
for the next time we negotiate, in three years.
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