稍早 Yahoo! 正式發佈新聞稿，拒絕微軟的 446 億美金併購提案，原因是微軟的出價嚴重低估了 Yahoo! 的價值。但從其公開信的語氣中可感覺到，Yahoo! 仍敞開大門，期待進一步的談判。公開信摘錄如下：

Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company, today said the Yahoo! Board of Directors has carefully reviewed Microsoft’s unsolicited proposal with Yahoo!’s management team and financial and legal advisors and has unanimously concluded that the proposal is not in the best interests of Yahoo! and our stockholders.

After careful evaluation, the Board believes that Microsoft’s proposal substantially undervalues Yahoo! including our global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as our substantial unconsolidated investments. The Board of Directors is continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for all stockholders.

Yahoo! 的決定，將考驗軟體巨頭微軟是否願意付出更多代價來進行收購，微軟可能繼續加碼，但是相關人士指出，即使併購價錢的增加，也還是很有可能會不符合 Yahoo! 最終的期望，顯然這場史上前所未有的網路及軟體公司併購案，已經變成一場持久戰。

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美國時間星期六傳出消息，Yahoo 預定在美國時間星期一發表聲明，拒絕 Microsoft 的併購提案，原因是 Yahoo 的董座和經營層認為微軟的出價低估了 Yahoo 的價值。另一方面 Yahoo 也認為這樣的價錢 (每股 31 美金) 沒有考慮到真正開始合併之後的風險，包括可能來自政府單位的阻力和反壟斷的調查。此舉頗有迫使微軟持續加碼的味道，熟知內情的人士也指出，Yahoo 不太可能考慮每股 40 美金以下的收購價錢。這個價錢表示微軟必須加碼到 575 億美金以上，也就是折合台幣約一兆八千四百億元。

Yahoo 同時也在考慮其他讓 Yahoo 維持獨立的提案，包括與 Google 結盟，將搜尋業務外包給 Google，一般投資者認為此舉將有效立即增加 Yahoo 的營收和利益。但潛在的反壟斷調查依舊是需要考慮的風險。外包搜尋業務給 Google 也意味著直接承認 Yahoo 搜尋的失敗，以及可能的大規模裁員。搜尋業務是 Yahoo的核心業務之一，Yahoo 對於和 Google 結盟，也還在審慎地考慮當中。

延伸閱讀：Yahoo Board to Reject Microsoft Bid

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微軟的官方聲明

這個謠言已經由來已久，市場一直有傳出微軟有意收購業績不振的 Yahoo!，聯合起來對付最大的敵人 Google，現在這個謠言終於被證實了，微軟提出 446 億美金的天價，希望併購 Yahoo!，等於每股以 31 塊美金收購，這比起 Yahoo! 這幾天的股價足足高出了 62%！

也因此 Yahoo! 的股票也在消息傳出之後，瞬間暴漲了 50% ! Yahoo! 方面也說會認真考慮這項併購的提案，所有人都睜大眼睛在看 Yahoo! 是否會接受讓公司被微軟併購。

此次併購的目的無非就是為了讓兩家公司聯合起來，搶攻日益茁壯、但卻被 Google 幾乎壟斷的線上廣告和搜尋市場。至於兩家公司加起來能不能發揮綜效，版回一成？亦或是被繁重的整合工作又更加拖累？錯失更多對抗 Google 的機會？我只能說，故事的發展真是令人期待！讓我們耐心等待 Yahoo! 的決定吧。

以下是微軟執行長 Steve Ballmer 給 Yahoo! 的公開信：(from TechCrunch)

January 31, 2008

Board of Directors
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Attention: Roy Bostock, Chairman
Attention: Jerry Yang, Chief Executive Officer

Dear Members of the Board:

I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft’s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.

Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use – EBITDA, free cash flow, operating cash flow, net income, or analyst target prices – this proposal represents a compelling value realization event for your shareholders.

We believe that Microsoft common stock represents a very attractive investment opportunity for Yahoo!’s shareholders. Microsoft has generated revenue growth of 15%, earnings growth of 26%, and a return on equity of 35% on average for the last three years. Microsoft’s share price has generated shareholder returns of 8% during the last one year period and 28% during the last three year period, significantly outperforming the S&P 500. It is our view that Microsoft has significant potential upside given the continued solid growth in our core businesses, the recent launch of Windows Vista, and other strategic initiatives.

Microsoft’s consistent belief has been that the combination of Microsoft and Yahoo! clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers. In late 2006 and early 2007, we jointly explored a broad range of ways in which our two companies might work together. These discussions were based on a vision that the online businesses of Microsoft and Yahoo! should be aligned in some way to create a more effective competitor in the online marketplace. We discussed a number of alternatives ranging from commercial partnerships to a merger proposal, which you rejected. While a commercial partnership may have made sense at one time, Microsoft believes that the only alternative now is the combination of Microsoft and Yahoo! that we are proposing.

In February 2007, I received a letter from your Chairman indicating the view of the Yahoo! Board that “now is not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction.” According to that letter, the principal reason for this view was the Yahoo! Board’s confidence in the “potential upside” if management successfully executed on a reformulated strategy based on certain operational initiatives, such as Project Panama, and a significant organizational realignment. A year has gone by, and the competitive situation has not improved.

While online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out, and in research and development, making this a time of industry consolidation and convergence. Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo! can offer a credible alternative for consumers, advertisers, and publishers. Synergies of this combination fall into four areas:

Scale economics: This combination enables synergies related to scale economics of the advertising platform where today there is only one competitor at scale. This includes synergies across both search and non-search related advertising that will strengthen the value proposition to both advertisers and publishers. Additionally, the combination allows us to consolidate capital spending.

Expanded R&D capacity: The combined talent of our engineering resources can be focused on R&D priorities such as a single search index and single advertising platform. Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search, and new advertising platform capabilities. Many of these breakthroughs are a function of an engineering scale that today neither of our companies has on its own.

Operational efficiencies: Eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity.

Emerging user experiences: Our combined ability to focus engineering resources that drive innovation in emerging scenarios such as video, mobile services, online commerce, social media, and social platforms is greatly enhanced.

We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines.

We have dedicated considerable time and resources to an analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals. We look forward to discussing this with you, and both our internal legal team and outside counsel are available to meet with your counsel at their earliest convenience.

Our proposal is subject to the negotiation of a definitive merger agreement and our having the opportunity to conduct certain limited and confirmatory due diligence. In addition, because a portion of the aggregate merger consideration would consist of Microsoft common stock, we would provide Yahoo! the opportunity to conduct appropriate limited due diligence with respect to Microsoft. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.

In light of the significance of this proposal to your shareholders and ours, as well as the potential for selective disclosures, our intention is to publicly release the text of this letter tomorrow morning.

Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo! Board to engage in a full review of our proposal. My leadership team and I would be happy to make ourselves available to meet with you and your Board at your earliest convenience. Depending on the nature of your response, 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.

We believe this proposal represents a unique opportunity to create significant value for Yahoo!’s shareholders and employees, and the combined company will be better positioned to provide an enhanced value proposition to users and advertisers. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favorable reply.

Sincerely yours,

/s/ Steven A. Ballmer

Steven A. Ballmer

Chief Executive Officer

Microsoft Corporation

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