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to The Sunday Times

AOL, the internet arm of Time Warner, has approached Microsoft about a
possible tie-up as a deal between the software group and Yahoo! unravelled, The
Times has learnt.
The move emerged as Microsoft this weekend said it was walking away from
Yahoo!, after the online search engine rejected a second, higher offer from
the software group valuing Yahoo! at $47.5 billion (£24 billion).
The news broke after a meeting in Seattle on Saturday at which Steve Ballmer,
chief executive of Microsoft, sought to persuade Jerry Yang, co-founder of
Yahoo, to yield to the software group by raising his offer from $31 a share
to $33. The increased offer valued Yahoo! at $5 billion more than
Microsoft’s initial approach in February. Mr Yang refused to accept the
increased valuation, insisting that Yahoo shares were worth at least $38.
In a letter to Mr Yang, Mr Ballmer said: “I am disappointed that Yahoo! has
not moved towards accepting our offer ... 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.”
Microsoft wanted to buy Yahoo! to win a bigger slice of the online
advertising market, valued at $40 billion a year and set to double within
two years. A combination of Yahoo! and Microsoft would have helped the
software group to compete more effectively with Google, the world’s biggest
internet company.
It emerged yesterday that Microsoft has been approached by a number of the
parties with which Yahoo! had sought a defensive tie-up to fight off
Microsoft. It is understood that AOL, the internet arm of Time Warner, is
one of those companies.
At the same time, it is also understood that Yahoo! is continuing talks with
both News Corporation, parent company ofThe Times, and with AOL, in an
attempt to forge an alliance to compete more effectively with Google. Having
rejected a $33-a-share offer, Mr Yang is now under pressure to devise a
means of boosting the online search engine’s share price and justifying his
board’s rejection of the offer.
After a three-month fight for control of Yahoo!, Microsoft decided to walk
away after Mr Yang threatened to forge an alliance with Google.
In his letter to Yahoo!, Mr Ballmer said: “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.”
Sir Martin Sorrell, chief executive of WPP, the advertising group, told The
Times yesterday: “Microsoft showed price discipline by not going above their
revised offer. You don’t need to worry about Microsoft, they are a $300
billion company with plenty of other ideas to explore. The people who have
lost out most are their customers and [advertising] agencies who were
looking for a better balance in the marketplace. Such a deal would have
provided that balance.”
Roy Bostock, chairman of Yahoo!, said: “We remain focused on maximising
shareholder value and pursuing strategic opportunities that position Yahoo!
for success and leadership in its markets. From the beginning of this
process, our independent board and our management have been steadfast in our
belief that Microsoft’s offer undervalued the company and we are pleased
that so many of our shareholders joined us in expressing that view.”
Microsoft and Yahoo! both declined to comment and Time Warner failed to
return calls.
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