Yang switches gears – says Yahoo still open to higher Microsoft bid

Facing shareholder ire and a plunging stock price, Yahoo CEO Jerry Yang said Yahoo board members would still sell the company to Microsoft or another suitor if the price is right.

According to Bloomberg, Yang said late Monday that Yahoo would be open to a sale as long as the company is not “undervalued” by any potential bidders.

“We’ve always felt the Yahoo platform has been undervalued or underappreciated by the marketplace,” he said in an interview with Bloomberg.

“Our most important goal is to make sure we have a long-term competitive position.”

According to a separate report in Financial Times, Yang said it was Microsoft, not Yahoo that was unwilling to complete the deal; his company wanted to continue negotiations on a price.

“We did not say it was a take-it-or-leave-it number in the sense that we would never negotiate any more,” he said in an interview with Financial Times. “We were totally willing to do a transaction, and they walked away.”

While Yahoo would have given Microsoft’s Internet business an immediate boost, Microsoft has closed that chapter and is focused on moving forward, a Microsoft official said Tuesday.

“We have a lot of opportunity to keep growing organically. Certainly Yahoo would have been an accelerator, but we’ve withdrawn the offer, moved on and now we’re focused on how to grow as fast as possible organically,” said Brian Hall, general manager of the Windows Live Business Group, in response to a question at the Merrill Lynch Technology Conference.

Hall reiterated that position several times whenever he was asked about Yahoo. “In the case of the discussions with Yahoo, we put forth a very compelling offer; we felt it was the right valuation and a very fair valuation,” he said. “Now we’re focused on driving the business, building out our global expansion, driving search and a number of other things, and moving on from the Yahoo discussion.”

On Saturday, Microsoft withdrew its bid to acquire Yahoo after failing to agree to a price even after Microsoft raised its bid from about US$31 per share, or about $44.6 billion, to $33 a share, which was about $5 billion more than the original offer.

Yang’s comments indicate he is backtracking on the position he held during Microsoft’s three-month attempt to purchase Yahoo, and they come as the Internet company faces pressure from shareholders who think the company was foolish to pass on the offer.

Yang was reportedly against the deal from the start, and Yahoo made various moves during the three months to avoid an acquisition, such as mulling a partnership with AOL and striking a deal with Google to test Google’s AdSense for Search service as one of the Web publishers that carry pay-per-click text ads from Google.

Yahoo also attempted to buy time when Microsoft threatened to mount a proxy battle for the company. For example, on March 5, Yahoo lifted the following week’s deadline for nominating directors to its board, an attempt to discourage Microsoft from trying to replace the current board with members willing to approve its Yahoo acquisition bid.

The company also unveiled a flurry of product and strategy announcements in the months following Microsoft’s bid, pointing out that each initiative proved it could continue go it alone as an independent company.

Now that the deal is no longer on the table, Yahoo must convince investors it can turn the company around and deliver on promises that it can grow its revenue at a pace that pleases Wall Street and allows Yahoo to compete successfully against Google in online advertising.

Shareholders already are getting restless. Two public pension funds from the city of Detroit already said they plan to expand a complaint, originally filed as two lawsuits on March 5, against Yang and other members of Yahoo’s board of directors, saying they failed to act in the best interest of shareholders in rejecting Microsoft’s bid to buy Yahoo.

It is likely Yahoo will face a barrage of similar class-action suits in the coming months.

Their original lawsuits filed separately on March 5 over what the pension funds deemed an unreasonable attempt by Yahoo’s management team to thwart an acquisition by Microsoft that would have paid shareholders a 62 percent premium over Yahoo’s pre-bid stock price. The lawsuits have been combined into a general class-action lawsuit, and lawyers representing the pension funds say they will seek damages for the loss of shareholder value allegedly caused by Yahoo management over the failure of the bid this weekend.

The actions taken by Yahoo’s CEO this past weekend confirm that the company’s board of directors pursued all manner of value-destructive third-party deals to fight off Microsoft’s bid, lawyers representing the Police & Fire Retirement System of the City of Detroit and the General Retirement System of the City of Detroit said in a statement Monday.

Those actions constitute a breach of fiduciary duty, they allege.

Microsoft announced its original $44.6 billion acquisition bid on Feb. 1, sending Yahoo shares up as high as $29.83 each on the day, a huge increase from $19.18 before the offer. Yahoo first rejected the bid on Feb. 11, but did enter talks with Microsoft. In the end, the deal fell apart despite a sweetened offer of $33 per share from Microsoft.

Yahoo shares fell 15 percent on Monday to $24.37, after dropping to as low as $22.97 earlier in the day.

Yahoo appears to have sought several alternatives to the Microsoft deal, including reportedly trying a tie-up with Google on its search advertising business. Lawyers for the pension funds, Bernstein Litowitz Berger & Grossman LLP, say attempts at such deals show that Yang never negotiated with Microsoft in good faith.

Yahoo did a two-week test run of Google ads in April, but hasn’t disclosed the results.

Yahoo’s shares closed down 15 percent at $24.37 on Monday, the first trading day after Microsoft backed out of the deal; they had dropped as low as $22.97 during the day. Yahoo’s stock price was up slightly when the markets opened Monday, trading at $25.55, and was holding steady around that price early Tuesday afternoon.

(Juan Carlos Perez and Dan Nystedt contributed to this article.)

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