Yahoo! tells Microsoft - Dear Steve, that offer is too low

The letter writing continues as Yahoo! CEO Jerry Yang and chairman Roy Bostock respond in a “Dear Steve” letter to Microsoft CEO Steve Ballmer in the latest saga of the Yahoo!/Microsoft negotiations.

Yang and Bostock sent the letter on Monday to Ballmer telling him that they felt that Microsoft’s offer was too low and that “we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.” The letter from the Yahoo chiefs came in response to a letter sent by Ballmer on Saturday to the Yahoo! board of directors.

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In Saturday’s letter Ballmer gave the Yahoo! board of directors a deadline of three weeks to conclude a takeover agreement. In the letter Ballmer stated “If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo! board.”

The Yahoo! letter responded directly to Ballmer’s deadline saying they “consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction. We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgeably evaluate our Company’s alternatives and to maximize value.”

Yahoo! also says they are waiting for documents from Microsoft related to possible antitrust actions…

Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow up to a recent meeting among our respective legal advisors we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.

Yang and Bostock call Ballmer’s comments “curious”…

Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.

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Letter from Yang and Bostock to Ballmer
Letter from Ballmer to Yahoo! board of directors

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