Microsoft To Authorize Proxy Bid For Ownership Of Yahoo
reprint from Reuters with comments from Peak Positions SEO
Microsoft will authorize a proxy battle for Yahoo to convince the Web company's shareholders to agree on a takeover deal that the Yahoo board so far has rejected.
Microsoft is expected to raise its cash-and-stock bid originally worth $44.6 billion and seeks to nominate a slate of directors onto Yahoo's board. Microsoft had always maintained it reserves the right to exercise all options but declined to comment specifically on the rumor. Yahoo also is declining comment, saying it does not respond to rumor or speculation.
A proxy fight for Yahoo would cost Microsoft $20 million to $30 million. "Microsoft is doing the smart thing. It's giving both the carrot and the stick," said a Morningstar analyst. "The carrot was the big premium on Yahoo stock and now the stick is the threat of a proxy fight." Proxy fights waged by corporations to facilitate a hostile acquisition are rare and represent less than 5 percent of all proxy fights.
Microsoft Chairman Bill Gates claims there was "nothing new" in the Yahoo takeover process. "We've sent our letter and we've reinforced that we consider that it's a very fair offer," Gates said. Microsoft and Yahoo are at a stand-off in Microsoft's unsolicited bid to acquire Yahoo.
Microsoft has offered to buy Yahoo for $31 a share in cash and stock, a bid which Yahoo's board rejected, saying it undervalued the company. Microsoft countered by saying its offer was "full and fair," but did not say what it planned to do next. The deal is now worth $41.6 billion due to a decline in Microsoft's stock value.
The fees for paying lawyers and solicitation firms to wage a proxy fight are a fraction of what it would cost Microsoft to raise its offer. For every dollar the offer is increased, it would cost Microsoft an additional $1.4 billion. If Microsoft decides to launch a proxy fight, it would nominate a slate of directors to take control of Yahoo's board and support the company's proposal. The nominees would be voted on at Yahoo's annual shareholder meeting in June 2008.
A Yahoo-Microsoft proxy fight would be the largest corporate proxy fight in the last eight years. Microsoft would also risk alienating Yahoo's rank-and-file workforce by taking a hostile tactic. Unlike manufacturing companies with fixed assets, a key Yahoo asset is its engineering talent, and a hostile approach by Microsoft could lead to an exodus of Yahoo talent to Google or other Internet rivals.
Yahoo has announced that it had put in place severance benefits that would be given to all employees who might be laid off if the company is sold. In a securities filing, Yahoo said if an employee is dismissed without good reason within two years of change of control in the company, employees would continue to receive their annual base salary and certain benefits for at least four months and up to 24 months depending on their position.
"The employee severance promo is pure public posturing by Yahoo," said one analyst. A company targeted for acquisition often provides "golden parachutes" to appease skittish employees when the company is in play.
Microsoft has said it can wring out $1 billion in cost savings and revenue benefits from the Yahoo acquisition. Many expect some of the savings to come from a reduction in overlapping areas between the two companies. Microsoft shares have fallen further on the news to just over $28 dollars a share on the Nasdaq.
Microsoft stock is down 14 percent since their offer to buy Yahoo first went public. Yahoo's stock is also falling now at $29 dollars a share. The value of Microsoft's cash-and-stock offer for Yahoo now stands at just over $28 dollars a share.
One Microsoft employee uttered this bold statement, almost a warning the other day "What Ballmer wants, Ballmer gets, and believe me Ballmer wants Yahoo".
Network Solutions Making Bold and Empty SEO Promises
Desperate For Revenue Gains Network Solutions is Now Breaking The Golden Rule of SEO and Guarantees Top 10 Keyword Rankings.
Google Has Been Warning Website Owners For Years to Avoid Any SEO Company That Guarantees Top 10 Keyword Results. Yet despite the warnings from the search engines themselves Network Solutions Continues to Promote False Promises.
Here's Google's Warning on SEO's promoting top keyword placement:
No one can guarantee any top rankings on Google.
Also Google goes further to warn website owners to be wary of SEO firms and web consultants or agencies that send you email out of the blue.
Reserve the same skepticism for unsolicited email about search engines as you do for "burn fat at night" diet pills or requests to help transfer funds from deposed dictators.
Yet depsite these warning Network Solutions is sending unsolicited email messages to hundreds of thousands of website domain owners that include bizarre hype and false guarantees of Top 10 Search Results.
Beware of any top 10 placement guarantees, especially this one from Network Solutions that includes this lack of SEO talent, excuse-filled, legal disclaimer.
"Any Web site that is all Flash, contains frames/layers or adult content is not eligible for the guarantee. Guarantees may be voided for, among other reasons, Web sites that have downtime for one day or more, Web sites that have been altered after they have been optimized by Network Solutions, Web sites that are cloned, or that do not use 301 for redirects.
If customers do not respond to communications from Network Solutions for more than 60days, the natural search optimization project may be considered "abandoned" and payment will be surrendered in full.
For optimization packages ("Top 10 Search Results service"), Network Solutions guarantees a minimum number of top ten listings in one or more of 12 search engines within 10 months from completion date. Most engines will index your site in about three (3) months, but it takes time to gain the popularity and ranking needed to compete using competitive phrases. Network Solutions will only submit keywords to search engines in the United States. The search engines included are: AOL, AlltheWeb, AltaVista, Ask.com (formerly known as AskJeeves), Google, Hotbot, IWon, Looksmart, Lycos, MSN, Netscape, and Yahoo!. The minimum number of top ten listings guaranteed is 5 for the 20 keyword phrase package, 10 for the 30 keyword phrase package and 20 for the 50 keyword phrase package. There is no guarantee for the 10 keyword package. The guarantee is a full money back guarantee, subject to these and the other terms and conditions of our Services Agreement, provided at the 10 month mark from date of completion if results are not obtained. (10 months?) In no event will Network Solutions be liable to you for any lost profits, lost savings, or other incidental or consequential damages arising from the optimizations services provided.
This service(s) does not guarantee any sales or traffic to your Web site. Traffic and sales depend upon the demand for your particular product or service, the design and layout of your Web site, and many other factors that are beyond the control of Network Solutions. (top 10 keyword positions are definitely our of Network Solutions control, which search engine do they own? oh that's right, they don't own any search engine, they simply launch Google AdWords on parked domains in an attempt to profit on brands and trademarked protected names).
Network Solutions services do not include the paid submission fees that some engines charge for inclusion. Network Solutions is not affiliated with these submission services in any way (or any search engines for that matter). You may opt to pay these fees directly to the search engine for inclusion. Additional fees may apply for changes, modifications, updates, and optimization alterations that exceed the scope of these optimization services.
Be wary of any top 10 keyword position guarantee, from any party including: Network Solutions.
