Kara Swisher

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BoomTown Decodes Microsoft's Steve Ballmer's Letter to Yahoo (The Kiss-Off Edition)

Must we? We must!

Previously, BoomTown decoded the first mean Saturday letter, sent at the beginning of April by Microsoft (MSFT) CEO Steve Ballmer to Yahoo’s (YHOO) CEO Jerry Yang, in which Ballmer threatened to go hostile with his unsolicited takeover bid.

But this new one sent yesterday is a such a doozy that it cannot be ignored.

Thus, we wade in with really big boots.

Ballmer wrote: May 3, 2008

Mr. Jerry Yang

CEO and Chief Yahoo

Yahoo! Inc.

701 First Avenue

Sunnyvale, CA 94089

Dear Jerry:

Translation: Saturday, bloody Saturday. Redux!

Ballmer wrote: After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo.

Translation: It just occurred to me today that maybe you don’t like us and I am bereft. Despite copious evidence that I am, well, somewhat of a bully, do you know that I am really a very sensitive man and cry big sloppy tears when I am all by myself alone?

Ballmer wrote: 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.

Translation: You like Google (GOOG) better, I see that now. All those times when I thought you were dealing with my unsolicited offer for Yahoo, all you were thinking of was Larry and Sergey, Larry and Sergey, Larry and Sergey.

I feel foolish now for throwing my tens of billions at you.

Ballmer wrote: I am disappointed that Yahoo has not moved toward accepting our offer. I first called you with our offer on Jan. 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% premium at that time reflected the strength of these convictions.

Translation: When I called you on Jan. 31, I thought you would jump at the chance to get a 62% premium. Was it too much? Should I have been more withholding?

Ballmer wrote: In our conversations this week, we conveyed our willingness to raise our offer to $33 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% compared to the price at which your stock closed on Jan. 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 offer.

Translation: And still, it’s not enough. As Miss Aretha Franklin sings: “A little respect (sock it to me, sock it to me, sock it to me, sock it to me)/Whoa, babe (just a little bit)/A little respect (just a little bit).

Oh, snap!

Ballmer wrote: 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:

Translation: Marbles. Taking my. Home going.

And if you like Google so much, why don’t you marry it? (If you do, of course, my lobbyists in Washington will be at the ready to pounce!)

Ballmer wrote: – 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.

Translation: Don’t you realize AdSense is only the beginning?

Don’t you see that Google will become self-aware in 2012 and start to build cybernetic organisms (living tissue over a metal endoskeleton) to send back and hunt down our future human leaders?

Don’t you know “Don’t Be Evil” is actually “Don’t Be Evil About Entertaining” and that it’s a…it’s a cookbook! (see below from “The Twilight Zone.”)

Ballmer wrote: 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.

Translation: If you prick us, do we not bleed? If you tickle us, do we not laugh? If you poison us, do we not die? And if you wrong Microsoft, shall we not revenge?

(But no tickling!)

Ballmer wrote: 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.

Translation: In the immortal words of Mr. Terminator himself, Arnold Schwarzenegger, from his role in “Last Action Hero” as Hamlet:

“To be or not to be. Not to be!” (See video below.)

Ballmer wrote: Thank you again for the time we have spent together discussing this.

Sincerely yours,

/s/ Steven A. Ballmer

Steven A. Ballmer

Chief Executive Officer

Microsoft Corporation

Translation: Hasta la vista, Jerry! You won’t have Stevie to kick around anymore!


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— Om Malik on Bloomberg TV, talking about Yahoo, the September issue of Vogue Magazine, and our overdependence on Google