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May 1, 2008 7:41 AM PDT

Fight or flight? Tough choice for Ballmer and crew

by Dawn Kawamoto
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As the week drags on, with Microsoft CEO Steve Ballmer under pressure to propose which option to take in his unsolicited bid to buy Yahoo, here are some stats to put in the spreadsheet.

But first, some background. Microsoft's board, which reportedly met Wednesday, apparently came to no conclusion as to whether to launch a proxy fight, walk away, or bump its initial bid beyond its recently released trial balloon of $32 to $33 a share, according to The Wall Street Journal

If Ballmer & Co. were to walk away, by no means would they be the first. In fact, they would be taking a path that a majority of unsolicited buyers have taken after putting a bear-hug squeeze on a target company, according to stats from FactSet MergerMetrics.

Since 2004 through this week, 206 unsolicited bids have been issued for U.S. public companies by a wanna-be buyer. Of that group, slightly more than half, 110, ended up walking away as a jilted lover.

That would be because 79 percent of those walk-away folks never revised their offer. But even the 17.3 percent that did bump up their bids ended up walking away too.

And in a few cases--less than 1 percent--the unsolicited buyer lowered the bid before giving up the fight.

Chart: hostile takeovers

The walk-away group is part of a larger crowd that never went hostile in trying to land a company by waging a proxy fight or tender offer. Overall, that pacifist group accounted for 75 percent of the 206 unsolicited bidders, according to FactSet MergerMetrics.

"Most deals are unsolicited, even the friendly variety. Someone has to approach the other," said John Laide, FactSet Merger Metrics product manager.

He noted that it's only when the prospective suitors don't get the answer they want that they go public with their interest.

"It's not surprising that only a small percentage will go hostile. Most companies prefer not to do it," Laide said.

Of these 155 never-went-hostile types, 21 completed the deal. Surprisingly, a third of those companies were able to do it without raising their bid, while two-thirds needed that extra boost.

On the hostile front, a quarter of the 206 unsolicited bids went that route. Microsoft, for one, is weighing a proxy fight as one of its options.

One thing Ballmer and crew should note: Going hostile doesn't increase your chances of getting the deal done. Chew on this: 65 percent of the hostile group ended walking away from the deal, post proxy fight or tender offer.

A slight majority of the "hostile" types who walked away, 57.6 percent, increased their offer, while the remainder did not. No one decreased the offer.

Of the 51 "hostile" bidders, only 4 percent landed a deal. Virtually all of those 12 bidders increased their offer, with only one keeping the price as is.

News.com readers, in a poll from late last week ahead of Microsoft's Saturday deadline for Yahoo to come to the negotiating table, gave the edge to Microsoft giving up. The informal poll showed that 47.4 percent believe Microsoft will walk from the deal, while 38 percent believe it will launch a proxy fight, and 14.6 percent say a tender offer.

What do you think, given these FactSet MergerMetrics stats?

Dawn Kawamoto covers enterprise security and financial news relating to technology for CNET News. E-mail Dawn.
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"Fight or flight? Tough choice for Ballmer and crew"1
by Commander_Spock May 1, 2008 8:37 AM PDT
No, not really. Leave the fighting to folks who are trained and capable of doing so and then "they" will come home to roost in "real-time". ;-) :-$ :-)

"Navy Re-establishes 4th Fleet to Promote Future Interoperability"

http://www.defenselink.mil/news/newsarticle.aspx?id=49729
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What....
by Commander_Spock May 1, 2008 8:43 AM PDT
... on the *oceans* can "YAHOO" do to help bring the "oil" that the nation needs ashore!
finally - some NEW take on the news!
by danaltieri May 1, 2008 8:52 AM PDT
The same details reported in the WSJ articles yesterday has been getting recycled over, and over, and over again...good to see someone taking a fresh tack in looking at the situation. Interesting facts to review objectively - which is much better then half-warmed left-over opinions running rampant about Microhoo. I wonder if they would consider adopting that name...Microhoo has a nice sound to it! ;)
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This is so simple....
by Commander_Spock May 1, 2008 8:54 AM PDT
... Just sen in the "Redmond Marines and Special Forces". ROFL!
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I wonder...
by Norseman May 1, 2008 9:50 AM PDT
In all of the discussions Ballmer & crew have been having about this deal, how much time has been spent discussing how this merger might enhance the end-user experience. My guess: 0. It's all about the big bucks. Too bad they're forgetting what might, in the end, make or break the success of the deal.
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You have got to be kidding. Right!
by Commander_Spock May 1, 2008 10:20 AM PDT
Re: "I wonder... In all of the discussions Ballmer & Crew have been having about this deal, how much time has been spent discussing how this merger might enhance the end-user experience. My guess: 0. It's all about the big bucks. Too bad they're forgetting what might, in the end, make or break the success of the deal". Wake up and see the navy ships off to sea:

Re: "?The Navy, by re-establishing the 4th Fleet, is serious about the countries in the Caribbean and Central and South America, and ? we?re very mindful of the 40 percent of U.S. trade that goes on with those countries and the 50 percent of the oil imports from that region,? Stevenson said. ?I think that the other navies and coast guards recognize that, and they would view that as a positive step.?

http://www.defenselink.mil/news/newsarticle.aspx?id=49729

know now about "the 40 percent of U.S. trade that goes on with those countries and the 50 percent of the oil imports from that region,? as "Stevenson" has said... if Commander_Spock and Crew had to find a hefty bills for "gas", "food" and "shelter"... you can bet the "farm" that we would be grabbing hold of all those "international business analytical tools" that should be coming from "Redmond" in "Google-Like ways. :-) M :-$ :-) !

Read the subject line. Huh!
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not worth it
by YankeePoodle May 1, 2008 9:52 AM PDT
Yahoo is no more worth than Microsoft offer. There is hardly any one in the block that will buy Yahoo, so microsoft should revisit this issue at an appropriate time, especially when Yahoo's yet another revolutionary platform performs greatly without yielding anything to the investors or the users.
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They need it
by 7humbs May 1, 2008 10:14 AM PDT
They need Yahoo! more in the next 5 - 10 years than the next 2 or 3. They resaon why is because it's becoming increasingly clear how hand held devices and other PC type devices will work. A few patents / engineering breakthroughs from Intel and IBM are paving the way towards a Moore's law performance curve for telcom, wifi, etc... data transfer speeds. This is why Google's "Cloud Computing" aka grid computing is getting more air time. Google is already positioned and developing products, Microsoft is scrambling to catch up (Live Mesh and Windows 7...) but they'll never lead again. A future device will rely on a wifi or cellular (hopefully not) connection to perform and that's where Googles open social plan is so brilliant. They can essentially render Microsoft irrelevant, and they'll also have a strangle hold on hardware manufacturers like intel, along with a huge amount of contract leverage with companies like AT&T and Verizon. Lets just hope Google stands by their "do no evil" policy because they're going to own the internet. A platform like Facebook should be very concerned because they don't have a search engine, i.e. they're not connected to the "outside world". MS realizes "that", and they're trying to find a way to aid them in efficiently organizing and collecting all of the info on the net while providing online, apps - video, tv, music, social networking, etc and that's why Yahoo! is so critical. Everythign will be "distributed", processing power, app usage, bandwidth... The reality is, in about 10 years a device much smaller than an existing ipod touch will likely have the ability to perform operations at 100x the speed of the most advanced desktops of today, while cool and probably for over 1 week on a full charge (it'll also support inductive charging).
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I Concur
by Wupta May 2, 2008 10:39 AM PDT
I completely agree with you. The relevance of desktops as the repository of software and data is surely becoming obselete, thank god for that. Bill Gates said "resistance is futile", he was right even for microsoft. Cloud computing is the present and the future. The ease with which I am able to share connect with my staff is absolutely profound. I still have networks severs in my business, but the relevance of them at this point seems greatly diminished. In fact a company to watch for is ZOHO who. I am using their applications and they are much better then Googles and have been ahead of Google in the office productivity tools.

Microsoft must buy YAHOO!!! No choice.
like I said last week
by theantibush May 1, 2008 10:19 AM PDT
whats their game plan if this falls through?

ballmies mouth has painted msft into a corner, as expected.

when will he ever learn that ideas == money,
and not the other way around?
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Nice Article! Good job cnet.
by Seaspray0 May 1, 2008 10:32 AM PDT
Cudo's to the author for showing what offers similar to this one have done in the past. You dug up some relavent facts and presented them well.
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It's rather simple, Mr. Ballmer
by jpmays May 1, 2008 10:34 AM PDT
It's quite simple, Mr. B.... instead of and getting down and dirty in the mud, simply follow this two-step plan:

1. Populate their Board of Directors with your people until there is sufficient numbers in your favor.

2. Then revisit the takeover of Yahoo! at a later date (say six months). By then, 'your' Board of Directors will basically agree to merge!

Ba-Da-Bing!
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Re: "It's rather simple, Mr. Ballmer"!
by Commander_Spock May 1, 2008 10:49 AM PDT
>>>"It's quite simple, Mr. B.... instead of and getting down and dirty in the mud, simply follow this two-step plan: 1. Populate their Board of Directors with your people until there is sufficient numbers in your favor. 2. Then revisit the takeover of Yahoo! at a later date (say six months). By then, 'your' Board of Directors will basically agree to merge! Ba-Da-Bing!"<<< Come on dude; with General Elections coming up... this "thing" has got to be out of the way in quick time. (over and done with). Ba-De-Blah! ;-)
I would LOVE to watch Microsoft "The innovator" try to build it
by JCPayne May 1, 2008 11:06 AM PDT
themselves.... Ha.... "As if...." as the valley girls used to say.
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It was "already" built since WW2!
by Commander_Spock May 1, 2008 11:20 AM PDT
Now, "All Your (Yahoo British Guiana) Base Are Belong To Us"

http://www.youtube.com/watch?v=L9oh3gqOEKU

Substituting "Ever Onward Microsoft" for "Ever Onward IBM"!

All they have to do is do what they do best; and, that is - build upon what others have first gotten involved with. They do not necessarily have to "innovate"! ;-)
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Walk away Microsoft
by t8 May 1, 2008 3:15 PM PDT
Walk away Microsoft.

You have no idea what the Internet is and never have.

Keep to calling the Internet the "Information Super Highway" as your leader Bill Gates said in his book "The Road Ahead".
http://www.weblogs.co.nz/?p=174

And let the innovators work on the Web.

Microsoft, you have never understood the Web, so why try now. It is way too late.
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"Walk away Microsoft."!!! No Way!
by Commander_Spock May 1, 2008 9:33 PM PDT
Re: "Walk away Microsoft. You have no idea what the Internet is and never have. Keep to calling the Internet the "Information Super Highway" as your leader Bill Gates said in his book "The Road Ahead". http://www.weblogs.co.nz/?p=174 And let the innovators work on the Web. Microsoft, you have never understood the Web, so why try now. It is way too late". Thirty or more years and counting are but a mere speck in the "realm of time"; so, with "Windows" being (Code-Base OS/2; just leave them alone; and, eventually they will coming running with their tails (oops, "tales" :-) ) behind them.
Ballmer is no Larry Ellison
by The_happy_switcher May 2, 2008 11:38 AM PDT
Monkey boy should stick to his Frankenstein dance.
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by benjaminstraight July 13, 2008 5:58 PM PDT
benjamin straight writes: Let's make this a UFC event.
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