Reiterates Full and Fair Proposal for Microsoft-Yahoo! Combination
REDMOND, Wash., Feb. 11 /PRNewswire-FirstCall/ -- Microsoft Corp.
(Nasdaq: MSFT) today issued the following statement in response to the
announcement by Yahoo! Inc. (Nasdaq: YHOO) that its Board of Directors has
rejected Microsoft's previously announced proposal to acquire Yahoo!:
(Logo: http://www.newscom.com/cgi-bin/prnh/20000822/MSFTLOGO)
It is unfortunate that Yahoo! has not embraced our full and fair proposal
to combine our companies. Based on conversations with stakeholders of both
companies, we are confident that moving forward promptly to consummate a
transaction is in the best interests of all parties.
We are offering shareholders superior value and the opportunity to
participate in the upside of the combined company. The combination also
offers an increasingly exciting set of solutions for consumers, publishers
and advertisers while becoming better positioned to compete in the online
services market.
A Microsoft-Yahoo! combination will create a more effective company that
would provide greater value and service to our customers. Furthermore, the
combination will create a more competitive marketplace by establishing a
compelling number two competitor for Internet search and online
advertising.
The Yahoo! response does not change our belief in the strategic and
financial merits of our proposal. As we have said previously, Microsoft
reserves the right to pursue all necessary steps to ensure that Yahoo!'s
shareholders are provided with the opportunity to realize the value
inherent in our proposal.
On February 1, 2008, Microsoft announced a proposal to acquire all the
outstanding shares of Yahoo! common stock for per share consideration of
$31 representing a total equity value of approximately $44.6 billion and a
62 percent premium above the closing price of Yahoo! common stock based on
the closing prices of the stocks of both companies on Jan. 31, 2008, the
last day of trading prior to Microsoft's announcement. Microsoft's proposal
would allow the Yahoo! shareholders to elect to receive cash or a fixed
number of shares of Microsoft common stock, with the total consideration
payable to Yahoo! shareholders consisting of one-half cash and one-half
Microsoft common stock.
About Microsoft
Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in
software, services and solutions that help people and businesses realize
their full potential.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This material is not a substitute for the
prospectus/proxy statement Microsoft Corporation would file with the SEC if
an agreement between Microsoft Corporation and Yahoo! Inc. is reached or
any other documents which Microsoft Corporation may file with the SEC and
send to Yahoo! shareholders in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF YAHOO! INC. ARE URGED TO READ ANY SUCH
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of
any documents filed with the SEC by Microsoft Corporation through the web
site maintained by the SEC at http://www.sec.gov. Free copies of any such
documents can also be obtained by directing a request to Investor Relations
Department, Microsoft Corporation, One Microsoft Way, Redmond, Washington
98052-6399.
Microsoft Corporation and its directors and executive officers and
other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Microsoft Corporation's directors and executive officers is available in
its Annual Report on Form 10-K for the year ended June 30, 2007, which was
filed with the SEC on August 8, 2007, and its proxy statement for its 2007
annual meeting of shareholders, which was filed with the SEC on September
29, 2007. Other information regarding the participants in a proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in any proxy statement
filed in connection with the proposed transaction.
Statements in this release that are "forward-looking statements" are
based on current expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of factors
such as Microsoft Corporation's ability to achieve the synergies and value
creation contemplated by the proposed transaction, Microsoft Corporation's
ability to promptly and effectively integrate the businesses of Yahoo! Inc.
and Microsoft Corporation, the timing to consummate the proposed
transaction and any necessary actions to obtain required regulatory
approvals, and the diversion of management time on transaction-related
issues. For further information regarding risks and uncertainties
associated with Microsoft Corporation's business, please refer to the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" sections of Microsoft Corporation's SEC
filings, including, but not limited to, its annual report on Form 10-K and
quarterly reports on Form 10-Q, copies of which may be obtained by
contacting Microsoft Corporation's Investor Relations department at (800)
285-7772 or at Microsoft Corporation's website at
http://www.microsoft.com/msft.
All information in this communication is as of the date hereof.
Microsoft Corporation undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in the
company's expectations.
SOURCE Microsoft Corp.
 back to top
Related links:
http://www.microsoft.com
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20000822/MSFTLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
pr.mspx./ /CONTACT: Rapid Response Team of
Waggener Edstrom Worldwide, +1-503-443-7070,
rrt@waggeneredstrom.com; or Joele Frank, Eric Brielmann, or Jamie
Moser, all of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449; or Financial analysts and investors only,
Colleen Healy, General Manager, Investor Relations,
+1-425-706-3703
|
