マイクロソフト社プラットフォーム＆サービス部門プレジデントKevin Johnsonが、同社社員に今日（米国時間6/13）以下のメールを出した。マイクロソフトがヤフーに提示したディールの大枠を述べ、グーグルと組むよりヤフーにとっては好条件だったと主張している。具体的に氏の見積もりでは、マイクロソフトのオファーを受けていればヤフーには$1B（10億ドル）の営業利益がプラスされていたという（かたやグーグル提携でプラスになるのは売上高で$800M（8億ドル）、営業利益はそれ以下と予想される）。
このレターでは、マイクロソフトがヤフーに提示したディールには以下3要素があったことも明らかとなった。:
1. マイクロソフトには、ヤフーに1株$35で$8B（80億ドル）投資する用意があった。
2. マイクロソフトには、Yahoo!の検索アセットを$1B（10億ドル）で買収し、ヤフーが自社の広告事業に活用できるよう情報はヤフーに戻し、その一方で営業とR&Dにかかる経費を肩代わりするつもりだった。
3. マイクロソフトとヤフーは長期に渡る検索業務提携を結び、その中でマイクロソフトはヤフーの有料検索システムPanamaが現在もたらすものより高い収入を今後3ヵ年ヤフーに保証するなど、Yahoo!サーチに経済的有利な条件を計らう用意があった。
レター全文（英文）は以下の通り。
From: Kevin Johnson
Sent: Friday, June 13, 2008 2:20 PM
To: Platforms & Services Division; APSP FTE – Adv & Pub Solutions Platform; Employees.all.corpXXXXXXXXXXXXXX
Cc: Executive Staff and Direct Reports
Subject: Update on our Yahoo! discussionsI wanted to take an opportunity to provide my thoughts and perspective on the conclusion of our discussions with Yahoo!, and its announcement of a commercial agreement with Google.
As I shared in my mail on May 18 (see attached), we have better options than a full combination with Yahoo! at the price it suggested, and we have moved forward on our strategy to grow our online business.
Let me share a little background with you. When we made our original proposal on February 1st to combine with Yahoo!, we offered a 62% premium that was based on a desire to reach an agreement in short order. The faster we could reach an agreement, the sooner we could begin the regulatory process and create value through this combination.
In a March 10th meeting in Palo Alto, we explained to Yahoo! management the importance of reaching an agreement by the end of April in order to have an opportunity to complete the regulatory process by the end of this calendar year. Because we could not come to an agreement on price by the end of April and given our concerns about Yahoo!’s business performance, we elected to withdraw our bid and pursue better options for Microsoft.
During the last few weeks, we spent a considerable amount of time with Yahoo! discussing an alternative proposal around search. Specifically, this search proposal had three components:
—Microsoft would have invested $8 billion in Yahoo! at $35/share;
—Microsoft would have purchased Yahoo!’s search assets for $1 billion, and assumed the operations and R&D expense while returning data back to Yahoo! for use in their advertising business; and
—Microsoft and Yahoo! would have entered into a long-term search partnership, where Microsoft would have provided favorable economics to Yahoo! search, including a three-year guarantee of higher monetization than Yahoo!’s Panama paid search system currently provides.
This partnership would have created a stronger competitor to Google, providing greater choice and innovation for advertisers, publishers and consumers. This approach could have been implemented quickly and would have simplified the integration process for both parties. It would have also established the basis for a long-term Internet partnership between Yahoo! and Microsoft.
We believe this proposal would have created compelling value for Yahoo! and its shareholders in at least three ways:
—New Transfer of Cash to Yahoo! Shareholders. This proposal would have transferred $9 billion from Microsoft to Yahoo!, which could have been used by Yahoo! to reward their shareholders.
—A More Profitable Ongoing Business. This proposal would have resulted in higher operating income on an annual basis for Yahoo!, with our projections more than doubling Yahoo!’s operating income in the first year of operation, and increasing it by more than $1 billion above its current operating income level.
—A More Compelling Search Offering. The combination of the search platforms would have unlocked new R&D innovation, eliminated redundant engineering efforts and allowed for greater scale in serving our customers.
Taken together, we believe that our proposal would have created total value for Yahoo!’s shareholders in excess of $33 per share.
Unfortunately Yahoo! has chosen a different course, and yesterday announced an agreement that would start to consolidate over 90% of the paid search advertising market in Google’s hands. This will make the market far less competitive. There are many experts who suggest that a host of legal and regulatory problems lie ahead for Google and Yahoo!.
Regardless of Yahoo!’s decision, we will continue to move forward on our strategy in online services and advertising.
Since my mail on May 18, we have been making great progress. At our advance08 conference, we announced Live Search cashback and Live Search Farecast, and the initial response to these user experience and business model innovations in search has been very positive. On June 2nd, we also announced a distribution deal with HP, the world’s largest PC manufacturer, to install a Live Search-enabled toolbar on all HP consumer PCs planned to ship in the United States and Canada, beginning in January 2009.
We look forward to sharing more milestones and details on our plans as we head to MGX and our Financial Analyst Meeting in July.
I remain confident in our assets, plans and people to succeed in building our online business. Thanks again for your commitment and focus.
Regards,
Kevin Johnson l President Microsoft Platforms & Services Division l
[原文へ]
（翻訳：satomi）
