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Microsoft steps up Yahoo campaign | Microsoft steps up Yahoo campaign |
(about 3 hours later) | |
Microsoft has hired a firm that specialises in proxy battles in a move which suggests it could try to oust the current board of Yahoo directors. | |
The Yahoo board rejected a takeover offer from Microsoft worth more than $40bn (£20.6bn) saying it was too low. | The Yahoo board rejected a takeover offer from Microsoft worth more than $40bn (£20.6bn) saying it was too low. |
A proxy fight would see Microsoft nominate a group of directors sympathetic to a deal for shareholders to vote on at Yahoo's annual meeting. | A proxy fight would see Microsoft nominate a group of directors sympathetic to a deal for shareholders to vote on at Yahoo's annual meeting. |
The move would be cheaper than raising its $31-a-share offer, analysts say. | The move would be cheaper than raising its $31-a-share offer, analysts say. |
Microsoft's offer was 62% above the level at which Yahoo stock was trading when the bid approach was made on 1 February, and Microsoft has called the price "full and fair". | Microsoft's offer was 62% above the level at which Yahoo stock was trading when the bid approach was made on 1 February, and Microsoft has called the price "full and fair". |
Microsoft is doing the smart thing. It's giving both the carrot and the stick Toan Tran, Morningstar analyst | Microsoft is doing the smart thing. It's giving both the carrot and the stick Toan Tran, Morningstar analyst |
However, one of Yahoo's biggest shareholders, Bill Miller, an asset manager at Legg Mason, recently said a fair price would be nearer $40 a share. | However, one of Yahoo's biggest shareholders, Bill Miller, an asset manager at Legg Mason, recently said a fair price would be nearer $40 a share. |
But it is thought that even offering an extra $1 a share would cost Microsoft an additional $1.4bn, while waging a proxy fight could cost between $20m and $30m. | But it is thought that even offering an extra $1 a share would cost Microsoft an additional $1.4bn, while waging a proxy fight could cost between $20m and $30m. |
"Microsoft is doing the smart thing. It's giving both the carrot and the stick," said Morningstar analyst Toan Tran. | "Microsoft is doing the smart thing. It's giving both the carrot and the stick," said Morningstar analyst Toan Tran. |
"The carrot was the big premium on Yahoo stock and now the stick is the threat of a proxy fight." | "The carrot was the big premium on Yahoo stock and now the stick is the threat of a proxy fight." |
Aggressive tactics? | Aggressive tactics? |
A report in the New York Times on Tuesday said that Microsoft could authorise its proxy battle as soon as this week to put pressure on the Yahoo board. | A report in the New York Times on Tuesday said that Microsoft could authorise its proxy battle as soon as this week to put pressure on the Yahoo board. |
Microsoft would have until a 14 March deadline to put forward its own choice of directors for shareholders to approve. | Microsoft would have until a 14 March deadline to put forward its own choice of directors for shareholders to approve. |
Microsoft declined to comment on the report. | Microsoft declined to comment on the report. |
But Innisfree M&A Incorporated, which specialises in corporate actions, confirmed that it had been hired by Microsoft. | |
Separately, Yahoo has put in place severance benefits for employees who are made redundant if the company is sold within two years. | Separately, Yahoo has put in place severance benefits for employees who are made redundant if the company is sold within two years. |
Details in a securities filing show that they include top executives getting two years worth of salary, while all staff will receive at least four months. | Details in a securities filing show that they include top executives getting two years worth of salary, while all staff will receive at least four months. |
Some analysts believe the move is aimed at winning round rank-and-file employees and fuel an exodus of talent if Microsoft succeed in a hostile quest for Yahoo. | Some analysts believe the move is aimed at winning round rank-and-file employees and fuel an exodus of talent if Microsoft succeed in a hostile quest for Yahoo. |
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