マイクロソフト、株主総会でアイカーンが勝ったらヤフーと交渉再開と示唆

次の記事

Sazellは「ウェブサイトのスナップ」を記録するサービス

carl-icahn.jpg反乱を起こしたYahooの大株主、カール・アイカーン(Carl Icahn)とMicrosoftは先週何度か話し合いを行ってきたという。(Yahoo買収に少しでも関係のある人間はみな話し合いをしているようだ―週末にはYahooとAOLが会談)。下に掲載した株主宛の公開書簡〔英文〕で、Icahnは、MicrosoftのCEO、Steve Ballmerと先週、Yahooとの交渉の可能性に関連して話し合ってきたことを認めた。BallmerはそこでIcahnらによって新しい取締役が選ばれたらYahoo!と重要な取引について、直ちに交渉を再開する用意があると語ったという。

Microsoftは、8月の株主総会を控えて、Icahnのプロキシーバトルを応援する構えをはっきりさせた。MicrosoftはYahooとの交渉を再開するのは、IcahnがYahooの支配権を握った場合に限ると表明した。Icahnによれば、過去9ヶ月以上の買収交渉で現在のYahooの取締役会が誤った経営を行っている危険性を認識したため、Microsoftは彼らとは一切交渉するつもりがないという。Icahnは次のように述べている。

Steveははっきりと次のように語った。彼の過去数ヶ月のYahoo! との交渉の経験からすると、現在の取締役会とはどんな交渉もまとまるはずがない。

またIcahnの発表と同時に発表された書簡でSteve Ballmerは、「われわれは現在のYahooの経営陣と取締役会とは合意に至ることが不可能だったが、株主総会で新しい取締役が選出された場合、Microsoftは新しいYahooの取締役会と重要な交渉を再開する用意がある」と述べている。

Microsoftはマーケットに対し、MicrosoftがYahooとの交渉を再開するのは株主総会で現経営陣が追い払われた場合に限る、ということを告げた。Yahooの株価は今朝、このニュースで10%アップして$23.50になった。(Yahoo側では株主総会でMicrosoftに検索業務を売却するのは意味がないと論じる予定だが、Icahnに反論する5か条の議論のうち、「MicrosoftはそもそもYahoo全体を買収するつもりがない」という論点はこれで公式に無効となったわけだ)。

MicrosoftとIcahnが同時に発表した声明を下に掲載した。
〔英文〕

アップデート: Yahooは次ぎのように反論した。 「これらの発表はバカげている。なぜならYahooの現取締役会はMicrosoftに対するYahooの全面売却についてもいつでも交渉する用意があるからだ」。下にYahooの声明の全文〔英文〕を掲載した。(太字の強調は私がつけたもの)

Yahoo!’s Board of Directors continues to stand ready to enter into negotiations with Microsoft Corporation for an acquisition of Yahoo!. Indeed, as recently as June, Yahoo!’s independent directors and management approached Steve Ballmer about just such a transaction, only to be told that Microsoft was no longer interested even in the price range which they had previously proposed. Now Mr. Ballmer and Mr. Icahn have teamed up in an apparent effort to force Yahoo! into selling to Microsoft its Search business at a price to be determined in a future “negotiation” between Mr. Icahn’s directors and Microsoft’s management. We feel very strongly that this would not lead to an outcome that would be in the best interests of Yahoo!’s stockholders. If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately. And if Mr. Icahn has an actual plan for Yahoo! beyond hoping that Microsoft might actually consummate a deal which they have repeatedly walked away from, we would be very interested in hearing it.

Here is Microsoft’s statement:

In the past week we have had the opportunity to discuss with Carl Icahn the prospects for a possible agreement between Microsoft and Yahoo!.

Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!. We have concluded that we cannot reach an agreement with them. We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company.

As Mr. Icahn notes in his statement today, it would be premature to discuss at this time important details such as the price or other terms of a possible transaction. We respect the right of Yahoo!’s shareholders to determine the destiny of their company, and we do not intend to engage in ongoing commentary on these issues in advance of Yahoo!’s shareholder meeting.

As we explained on June 12 when Yahoo! announced an agreement with Google, we believe that our proposed search acquisition and partnership would have delivered superior value to Yahoo!’s shareholders and the marketplace as a whole. We have not changed our position, even as we continue to move forward with our own online search and advertising offerings. We therefore welcome interest by Mr. Icahn in pursuing this and other discussions.

While of course there can be no assurance of a future transaction, we will be prepared to enter into discussions immediately after Yahoo!’s shareholder meeting if a new board is elected.

Here is Carl Icahn’s letter to Yahoo shareholders that Microsoft is responding to:

Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153

July 7, 2008

Dear Yahoo! Shareholders:

During the past week I have spoken frequently with Steve Ballmer, CEO ofMicrosoft. Several of our conversations have lasted as long as an hour. Also,a few of our discussions have taken place while other top executives, such asKevin Johnson, participated. Our talks centered on the industry in generalbut, more importantly, on how Yahoo! and Microsoft can do a transactiontogether. Steve made it abundantly clear that, due to his experiences withYahoo! during the past several months, he cannot negotiate any transactionwith the current board. His logic is simple. If and when a transaction wasconsummated, Microsoft would be guaranteeing a great deal of capital atclosing. However, a transaction could take at least nine months and perhapslonger to obtain regulatory clearance in the U.S., Europe, and elsewhere.During that period, if the current board and management team of Yahoo!mismanage the company (and their recent track record is far from reassuring),Microsoft would be putting its money at risk and a great deal could be lost.

For example, in a transaction to purchase the whole company, a very largeamount of capital would be due at closing. Even in an “alternate” transaction,where just the “Search” assets were purchased, large guarantees would have tobe made and, again, large sums could be lost if the company was mismanaged.Microsoft perceives this risk may be quite high with the current board andmanagement in place. However, Steve made it clear to me that if a new boardwere elected, he would be interested in discussing a major transaction withYahoo!, such as either a transaction to purchase the “Search” function withlarge financial guarantees or, in the alternative, purchasing the wholecompany. He stated that Microsoft would be willing to enter into discussionimmediately if the new board that has been nominated were elected. While therecan be no assurance of a future transaction, as many of you know, I havenegotiated successfully a large number of transactions over the past years. Ifand when elected, I strongly believe that in very short order the new boardwould, subject to its fiduciary duties, be presenting to shareholders either apurchase offer for the whole company or a very attractive offer to purchase”Search” with large guarantees. I hope to continue to be speaking to Steveover the next few weeks; however, since I do not as yet represent the Yahoo!board, both Steve and I do not wish to get into details over price, or evenwhich of these transactions makes the most sense.

Much has been said about how badly the Yahoo! board has “botched up”negotiations with Microsoft over the past months. There is no need to keeppointing out the mistakes I believe Yahoo! made by not immediately taking a$33 offer made by Microsoft. But one thing is clear — Jerry Yang and thecurrent board of Yahoo! will not be able to “botch up” a negotiation withMicrosoft again, simply because they will not have the opportunity.

Our company is now moving toward a precipice. It is currently losingmarket share in its “Search” function; our current Board has failed to bringin a talented and experienced CEO to replace Jerry Yang and return Jerry tohis role as Chief Yahoo!, and currently it is witnessing a meaningful exodusof talent. It is no secret that Google (which hired a great operator as CEO)continues to dramatically outperform Yahoo!. According to publicly availableinformation, Google’s income from operations grew 59% per year over the lasttwo years while Yahoo!’s shrank 21% per year. However, none of the above hascaused the Yahoo! board to hesitate in paying themselves $10,000 per week. ITIS TIME FOR A CHANGE.

If elected, I have little doubt that the new board, subject to itsfiduciary duties, will do what the current board will not do, i.e.,

— Immediately start negotiation with Microsoft to sell the whole companyor, in the alternative, sell “Search” with large guarantees.
— Move expeditiously to replace Jerry Yang with a new CEO with operatingexperience.

Sincerely yours,

CARL C. ICAHN

(写真: Sam Lustgarten

[原文へ]

(翻訳:Namekawa, U)