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February 22, 2008 1:19 PM PST

More Yahoo shareholders sue over Microsoft bid

by Ina Fried

Two Detroit pension funds have filed a shareholders lawsuit against Yahoo in the Delaware Chancery Court, according to reports Friday.

The lawsuit, filed by the a Detroit public employees pension fund and a Detroit firefighters and police pension fund, accused the Internet search pioneer of stonewalling Microsoft's unsolicited buyout offer, initially valued at $44.6 billion on February 1.

"Yahoo's directors cannot 'just say no' indefinitely to legitimate acquisition offers when the effect of that decision is to deny shareholder choice in the face of non-coercive and economically beneficial bid--especially where, as here, the bid may yet be improved through negotiations," the lawsuit stated, according to MarketWatch.

Earlier this month, the Wayne County Employees Retirement System sued Yahoo in a Michigan court.

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Separately, Microsoft on Friday released a copy of an e-mail that Windows and Windows Live unit head Kevin Johnson sent to his staff.

In the memo, Johnson repeats Microsoft's language that it believes its offer is "full and fair."

"While Yahoo has issued a press release rejecting our proposal, we continue to believe we have a full and fair proposal on the table," Johnson said. "We look forward to a constructive dialogue with Yahoo!'s Board, management, shareholders, and employees on the value of this combination and its strategic and financial merits."

Johnson also addresses many of the key questions that have been raised about the merger, although he does so in largely general terms, sidestepping the question of which Microsoft and which Yahoo products would be kept once a deal was completed.

"Both Microsoft and Yahoo have great brands and technologies," he wrote. "Yahoo has a very strong consumer brand and we are committed to build on the Yahoo brand as a major part of the combined products and services we deliver to customers."

Kevin Johnson

Kevin Johnson

(Credit: Microsoft)

But, he repeated the company line that "it is premature to say which aspects of the brands and technologies we would use in our combined offerings," saying such decisions would be made by an integration team made up of leaders from both companies.

On the open source vs. Windows question, Johnson writes that "Services we've acquired over the years have been based on both Windows and open source technologies.

"Although Windows is our strategic platform and in some cases the teams ultimately migrated their products to Windows for a variety of reasons, in other cases we have prioritized continuity and have used open interoperability mechanisms to achieve effective systems integration," Johnson said. "Yahoo has made significant investments in both its skills and technologies, so we would work closely with Yahoo engineers to make pragmatic platform and integration methodology decisions."

He also briefly addressed the issue of competing corporate cultures.

"Some aspects of the two cultures will naturally merge quickly and some will remain unique in the near-term and merge more slowly over time," he said. "At Microsoft today, we have a corporate culture, but individual teams develop, nurture, and retain a culture of their own as well. The culture of the combined entity will be shaped by individuals and teams from both Yahoo and Microsoft."

Johnson had downplayed the notion of cultural differences in an interview the day the deal was announced.

News.com's Dawn Kawamoto contributed to this report.

During her years at CNET News, Ina Fried has changed beats several times, changed genders once, and covered both of the Pirates of Silicon Valley. These days, most of her attention is focused on Microsoft. E-mail Ina.
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Add a Comment (Log in or register) (26 Comments)
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Greed is Good
by lkrupp February 22, 2008 2:23 PM PST
I guess. Yahoo's shareholders apparently don't give a rat's arse
about what happens to the company after a M$ takeover. The fact
that it will be gutted and most of the creative, innovative types will
jump ship before the Borg assimilates the carcass doesn't seem to
matter either. Oooo, I can get a whole lot of money by selling to
the Borg. Sell, sell, sell it! Oh and if it turns out I wind up losing my
shirt, well, I'll just sue either M$, Yahoo, or both. It's the american
way don't you know.
Reply to this comment
Basic investing
by Vegaman_Dan February 22, 2008 6:17 PM PST
You invest in something to make you money, not because you believe in the ideals or goody-goody feelings it may give you. Shareholders can plainly see an opportunity to make a bunch of money before the company's value does the slow spiral downward.

Buy low, sell high.

It's time to sell.
View reply
Aye, Aye There "lkrupp"!
by Commander_Spock February 23, 2008 1:32 AM PST
How can you justify that the "innovative types will jump ship before the Borg assimilates the carcass" (no consideration for the residual value of the "carcass" to Code-Base OS/2 - Huh!).

In any case what make you believe that the rest of Federation Star Fleet revolve around the "philosophy" of the "Empire of Borgs"!

In the typical Vulcan farewell...

Live Long And Prosper!

Commander_Spock
Re: The Bigger Picture
by NPGMBR February 24, 2008 5:16 AM PST
Oops Its not the UAW but those unions are representing Detriot city workers. So good for them.
Sign of the times
by thenet411 February 22, 2008 3:07 PM PST
No one cares about what is RIGHT anymore. It's all about making money. Selling to MS is the wrong thing and does not fit with Yahoo!'s mission. But the greedy shareholders want to make money so it has to happen no matter whether is destroys (and it will) Yahoo.

Remember something: It is greedy shareholders that cause recessions and depressions. They think they are going to lose a little money and they all pull money out of markets. Rather than doing what is right for society, they would rather watch America starve in food lines than lose a dollar.
Reply to this comment
Wrong
by alexgieg February 22, 2008 3:30 PM PST
"No one cares about what is RIGHT anymore. It's all about making money."

Yes, but think: where would Yahoo be today if these shareholders HADN'T put their money there years ago? Would Yahoo even exist nowadays? Or would it have collapsed back when the Internet bubble busted in 1999? Do you think it's fair to think good of them when they supported Yahoo back then, and just because they don't see a reason to do so again, to think bad about them.

Furthermore, not all shareholders are rich. Quite the opposite, most of them are middle class who managed to save and invest their money in funds so that they would be able to retire in good financial standing. Many share owners are even people already retired, with a life of savings invested in funds so that they can enjoy their retirement to its fullest! Why SHOULD they prefer placing their money on anything BUT the best investment available?

And from yet a 3rd perspective, a company value, shown through its shares, is among the most direct ways to measure the of value of a company for society. Why? Because a valuable company becomes so due to providing goods and services which real people like and are willing to pay for, which in turn means higher profits, which in turn means more investment in providing better goods and services to get even more profits, and so on and so forth, in a virtuous circle. Once a company breaks this cycle, and starts offering less desired goods and services, revenue drops, and so do shares. Thus, a perfectly reasonable argument can be made that it is MORE MORAL to put money on companies that have higher value, because they better serve society. And Yahoo clearly is losing its track as a provider of valuable social value, what's shown by the very fact that their shares currently don't have much value.

"Remember something: It is greedy shareholders that cause recessions and depressions."

No, no, no! Who causes recessions and depressions is the government, when it loans money for subsidized rates to people. They take these cheap loans and invest it on companies with returns that are above the loan rates. But which *shouldn't* have, which should naturally be bankrupting, because their return on investment is actually below what the *natural* loan rates should be.

When the policy of governmental-backed cheap money stops, because it cannot be sustained forever, and rates go back at where they should always have been, suddenly you have a lot of people who thought they were rich, but who in fact are broken due to bad investments. And THIS causes recession.

If the government didn't mess with the loan rates and other things, owning shares would never cause a recession. As it in fact didn't back in the 19th century.
View reply
Microsoft is a master in politician...
by winstein February 22, 2008 3:10 PM PST
This is the first of many Microsoft's carefully orchestrated tactics to force Jerry Yang and Yahoo's board to accept Microsoft's low bid. This has nothing to do with whether the combined Yahoo/Microsoft will eventually create more value for its shareholders.
Reply to this comment
Go ahead under-estimate Microsoft...fools
by onlyauser February 22, 2008 10:50 PM PST
Sure it's vouge to under-estimate and bash Microsoft. Few can even comprehend the extent of this companies tenticals are embedded in every facet of global society. The Microsoft money you see is gross?The money you don't see would probably give you a heart attach. This company plays major head games with governmental bodies like the EU and the US and wins every single time eventually. This company knows how to play consumers very well and do not doubt that for a second. Half the time you're dealing with Microsoft by proxy and not even realize it. Open your eyes and look at the past and then realize the future. Anyone that thinks Microsoft is not as sucessfull as it once was is an ostrich. Think about the winners (you know about) for a moment. If you can't thin of anything then your are media starved.

Believe it. Don't be clueless and follow the sheep that target Microsoft out of blindness. The truth is most of us do not comprehend Microsoft as a global whole. A company more powerful than most nations.

Microsoft can always get what it wants in many, many ways.
Reply to this comment
MicroSoft Conspiracy
by Renegade Knight February 23, 2008 10:32 AM PST
That's all nice. MicroSoft cost me money and refused to support their product. Now I avoid them where I can. As you point out. That's not always easy. But it's a start.

Before they reached out and acted like a corporation that has no ability to comprehend a customer I'd buy MicroSoft when they had the best tool for the job.

Now my vote goes elsewhere. MicroSoft isn't so bit that there isn't a plan B for everything they do.
If MS is so rich and powerful
by The_Decider February 23, 2008 1:56 PM PST
then why do they do nothing but badly copy what others have already done?

When are they going to come out with a working, innovative product?
Reminds me of the movie Antitrust
by bluemist9999 February 25, 2008 11:55 AM PST
An interesting, if overly paranoid movie.

Certainly Microsoft is quite rich and they are an aggressive competitor who sometimes goes outside the law.

I wouldn't want to compete with Microsoft, but on the other hand, I don't believe Microsoft is quietly running the world, either.

Also, Microsoft isn't infallible --- they almost missed the significance of the Internet, released Microsoft Bob, and have stumbled with their newest OS, Vista.
Except Google
by gerardmclean February 23, 2008 4:49 AM PST
Can't have Google... yet...
Reply to this comment
microsoft is crap
by microsoft slayer February 23, 2008 7:19 PM PST
go ahead and take over Yahoo! Expect a mass exodus and before long, a new breed of internet companies will prop up by former Yahoo! employees.
Reply to this comment
Talk Is Cheap!
by Commander_Spock February 24, 2008 3:47 AM PST
Have you done packing to go "flying or golfing"?

"IBM first approached Digital Research and asked them to create a version of CP/M (Control Program/Microcomputer). The owner of DR snubbed the IBM lawyers and went flying or golfing (depending upon whose story you hear) instead.

IBM then turned to Microsoft. Bill Gates was very receptive to the IBM overture and also had information about an operating system which had already been written that would fill IBM's need very nicely. Gates said yes to IBM, bought the operating system called DOS for $20,000 and modified it somewhat to run on the IBM PC.

For you trivia buffs, the other OS delivered with the original PC was the UCSD P-System (University of California at San Diego Pseudo code System). I will permit those who make a living from documenting the history of computers to describe that operating system elsewhere..."

http://www.os2bbs.com/os2news/OS2History.html

Know your history about the PC before you appear to make yourself look like your are attempting to do in the full view of the public.

Yahoo has had its day - Long Live The OS/2 Groups' Discussions.
The Bigger Picture
by NPGMBR February 24, 2008 5:03 AM PST
Ya know, the most interesting thing about this topic is that the folks that agree with Yahoo!'s position are not thinking critically. Read the article critically, and you see that the shareholders sueing are representing U.S. Autoworkers.

These people have given up a lot in the past few years and they expect their union leaders to seek out opportunities the benefit union members.

There is no industry in this country that fights for its people like the UAW and they see this as an opportunity to get more money into the pockets of their union members and those are the same hardworking middle-class Americans as you can I.
I only wish my union worked so hard to protect my 401k.
Reply to this comment
by larravide July 7, 2008 7:27 PM PDT
ALL I CAN SAY IS WHAT GOES AROUND COMES AROUND

YAHOO_ STAY PUT!!!!!
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About Beyond Binary

During her years at CNET News, Ina Fried has changed beats several times, changed genders once, and covered both of the Pirates of Silicon Valley. These days, most of her attention is focused on Microsoft.


Beyond Binary is a look at how technology is changing our lives and the people behind all that life-changing stuff, with an extra emphasis on that which emanates from Redmond, Wash.

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