Over the weekend Yahoo! board members leaked to the Wall Street Journal that they felt that the Microsoft bid of $31 a share is "massively undervalued." Yahoo then officially rejected Microsoft's bid on Monday. What happened is that Yahoo's management convinced the board of directors not to sell at $31. But Yahoo shareholders want to earn that $31 or more. So Yahoo said the offer was "massively undervalued" and that $40 is what they want. Microsoft responded by saying that $31 is a full and fair deal and that Yahoo's counter offer of $40 is "Absurdly High." This is the classic negotiation tactic know as anchoring.
Microsoft is not backing down. Steve Ballmer said he is willing to go higher. Negotiation statistics say that in cases like this firms usually "split the difference" and would settle for around $35 a share. But Microsoft is also pulling no stops, they are hiring a proxy firm to start a hostile takeover. This is knows as Microsoft's BATNA or "best alternative to a negotiated agreement." It is the stick to the upping the price carrot.
Microsoft is offering Yahoo a solid premium over its true valuation. Since there are no other bidders and Yahoo's financial position is weak at the moment, Yahoo has very little leverage. Yahoo's only other option (BATNA) is to have massive layoffs (some scenarios put it at 33% of the company) and potentially outsource search and advertising to Google. (We all saw how that worked for AOL, moving from 20% to 5%.) Actually according to the Alley Insider, Microsoft's premium is rather large: RBC's Jordan Rohan has said: Yahoo is valued at about $24. That would put Microsoft's bid at an approximately 30% premium. Shareholders like 30% premiums. They also don't like when board of directors let pride get in the way of a fail deal to earn 30% on their money (epically with the Dow down 14% this year.) They tend to have shareholder revolts when board of directors do that. Microsoft is already talking to large investors to get them on their side. According to the Alley Insider:
Once again, my prediction is that the deal will go through. Yahoo has nowhere to turn. Its large shareholders are going to be angry if the board rejects another offer. Microsoft has to fight the new evil empire Google and will up the ante. This is going to be fun to watch.
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