原文: Microsoft Is Icahn’s Ally in Pursuit of Yahoo

In yet another twist in its five-month-old pursuit of Yahoo, Microsoft said Monday that it would be interested in negotiating a purchase of Yahoo’s search business or of the entire company, as long as Yahoo replaces its board.

Mr. Icahn is mounting a proxy fight against Yahoo’s board, one built on the gamble that he can bring Microsoft back to the negotiating table.

But without a commitment from Microsoft to complete a deal, let alone any discussion of price, it is unclear whether Microsoft’s announcement will be sufficient to persuade Yahoo shareholders to back Mr. Icahn at the company’s annual meeting on Aug. 1.

Microsoft’s renewed interest in possibly buying all of Yahoo represents another acknowledgment that it badly needs Yahoo to compete with Google in Web advertising. But analysts said that for Microsoft, which this year had considered waging a proxy fight for control of Yahoo, backing Mr. Icahn also represents a shrewd strategy with little downside risk.

“It is beautiful,” said Youssef Squali, an analyst with Jefferies & Company. “Icahn is doing the dirty work, and they don’t need to commit to anything until they feel that the board is ready to deal. They are letting the prey come to them instead of chasing it.”

The new informal alliance between Mr. Icahn and Microsoft came together after a series of conversations between Mr. Icahn and Steven A. Ballmer, the Microsoft chief executive, during the last week, Mr. Icahn said in a letter to Yahoo shareholders.

“Steve made it abundantly clear that, due to his experiences with Yahoo during the past several months, he cannot negotiate any transaction with the current board,” Mr. Icahn wrote.

He later added: “However, Steve made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo,” like the purchase of the search unit or the whole company.

In an apparently coordinated statement, Microsoft confirmed its interest in negotiating with a new board, but said it was not ready to disclose publicly the specific terms of any transaction. In an interview, Mr. Icahn said he understood Microsoft’s interest in replacing the board.

“If you’re going to put up $45 billion, you certainly can’t be blamed for wanting to have faith in the stewardship of the company, especially if you have to wait a year to buy it,” he said, referring to the time it would take to get regulatory approval for the deal. “I believe Ballmer wants to buy it one way or the other.”

For its part, Yahoo sought to cast doubt on Microsoft’s commitment to acquire the company and suggested it would be risky for shareholders to endorse Mr. Icahn’s slate of directors without such a commitment.

“If Microsoft and Mr. Ballmer really want to purchase Yahoo, we again invite them to make a proposal immediately,” Yahoo said in a statement. “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.”

Microsoft withdrew its offer to buy Yahoo outright on May 3 after Yahoo executives said they would be willing to sell the company for $37 a share. Microsoft had offered $33 a share, or about $47.5 billion.
Two weeks later, Microsoft said it was interested in buying Yahoo’s search business, but the company has said time and again that it was no longer interested in buying all of Yahoo, not even for $33 a share.

Yahoo has said that selling its search business alone would not be in the best interest of shareholders. On June 12, it said talks with Microsoft had ended, and it signed an alternative search advertising partnership with its No. 1 rival, Google. Yahoo could withdraw from the partnership if it pays a breakup fee.

It is too early to handicap the outcome of Mr. Icahn’s proxy fight, as most major Yahoo shareholders have yet to say whether they will support him. Several large shareholders have said recently that they favored a deal with Microsoft, and they have voiced their anger at Yahoo’s management for its inability to consummate a merger.

Yet many have been unwilling publicly to endorse Mr. Icahn, who, they fear, lacks a specific plan, other than hoping to sell the company to Microsoft.

Some analysts said Microsoft’s statement Monday did little to change that calculus. But some Yahoo shareholders said they thought Mr. Icahn would be more effective in leading Yahoo than the current management, whether or not he succeeds in selling the company or its search business to Microsoft.

“If Microsoft comes back with a deal that is completely unattractive, we’d be back to where we are today,” said Mark Nelson, a partner at Mithras Capital, a private fund that owns about 1.7 million shares of Yahoo. “But the difference is that Icahn would be more aggressive in dealing with where Yahoo goes next.”

About 10 percent of the company’s shares were owned by Yahoo directors and executive officers as of May 7, according to a regulatory filing. Most of those were held by its co-founders, David Filo, with a 5.79 percent stake, and Jerry Yang, the chief executive, with a 3.9 percent stake.

Mr. Icahn owned about 59 million shares, or more than 4 percent, according to a June 6 filing. Mr. Icahn paid about $25 a share, on average. After Microsoft’s announcement Monday, shares of Yahoo rose $2.56, or nearly 12 percent, to $23.91.

Yahoo’s largest shareholder is Capital Research and Management Company, the giant investment firm, which owns about 16 percent of the shares. Its ownership of Yahoo is divided between two units, Capital World Investors, with a 9.8 percent stake, and Capital Research Global Investors, with 6.2 percent.

Gordon Crawford, a portfolio manager with Capital Research Global, has been openly critical of Yahoo’s management but his company has not publicly endorsed Mr. Icahn. Managers at Capital World have not spoken publicly about the proxy fight, but privately they have been far more supportive of Yahoo’s management and board, according to two people familiar with their views who spoke on condition of anonymity because they were not authorized to discuss them.

A spokesman for Capital Research and Management declined to comment Monday.

Keith Gottfried, a partner in the shareholder activism practice of the law firm Blank Rome, said the downturn in the stock market could influence many fund managers to vote their shares for Mr. Icahn in the hope that he could complete a deal with Microsoft.

“I wouldn’t underestimate the effect that the bear market has,” Mr. Gottfried said. “Any opportunity that fund managers have to lessen the losses that they are likely to show in other parts of their portfolio might make them more willing to support a transaction.”

Miu译文：

收购雅虎的征程历时五个月，可谓一波三折，如今情况再次发生变化。微软周一表示只要雅虎现任董事会下台，便愿意就收购雅虎搜索引擎乃至整个公司一事与其进行洽谈。
      伊坎先生正以委托人的身份同雅虎董事会展开一场委托竞争的较量，打赌自己能让微软公司重会谈判桌。
      但微软公司至今还没有承诺一定会完成交易，更谈不上上订价格了，所以尚不清楚微软的这项声明是否能够打动雅虎的股东们，让他们在8月1日的公司年会上支持伊坎。
      微软对收购整个雅虎重新燃起了兴趣，这再一次昭示了公司迫切需要雅虎来帮助他们对抗Google网页广告。但分析家指出，微软今年已经考虑过为雅虎的控制权展开一场委托竞争，成为伊坎背后靠山的精明战略很有可能招致些负面效果。
      Jefferies公司分析师Youssef Squali说：“这招挺漂亮的，让伊坎唱红脸，而微软坐享其成，等着董事会准备接受协议。他们等着鱼儿上钩，而不需要亲手去抓。”
      伊坎在一封致雅虎股东的信中表示自己上周已同微软公司执行总裁Steven A. Ballmer展开一系列对话，并且两人之间已经形成了非正式的联盟。
      伊坎这样写道：“Steve明确表示，基于过去数周同雅虎打交道的经验，他认为不可能同现任董事会达成任何协议。”
      他又指出：“然而，Steve也明确告诉我，一旦选定新任董事会，他愿意同雅虎做一笔大买卖。”比如收购雅虎搜索业务或收购整个公司。
      微软的说法伊坎如出一辙，确认愿意同新任董事会协商的说法，但不愿透露协议的任何具体条款。在一次访谈中，伊坎表示自己能够理解微软期待雅虎董事会换血。
       他说：“要是有人要在一笔买卖上花450亿美元之多，你可不能怪他有要求，他总得对对方公司的托管制度有信心才行，尤其是在他必须等上一年的情况下。”这一年是指买卖通过监管机构审核所要花去的时间。“我相信无论通过哪种途径Ballmer总是对这笔买卖有兴趣的。”
      而雅虎方面对微软要收购整个公司的承诺表示怀疑，暗示股东们在没有明确承诺的情况下支持伊看的领导班子有些铤而走险。
      雅虎在声明中表示：“如果微软公司和Ballmer先生想要收购雅虎，我们还是欢迎他们即刻做出提议，而微软公司先前一再退出谈判。如果伊坎先生能够给出收购雅虎的具体方案，而不是一味期盼着微软能够圆满交易，我们还是非常乐意做下来谈谈的。”
      5月3日雅虎总裁表示他们愿意以37美元每股的价格出售公司，微软却断然撤销了报价。微软公司原打算以33美元每股或总价475亿美元的价格收购雅虎。
      两周后，微软表示有意购买雅虎搜索业务，但一再表示已经不想再收购整个雅虎公司了，就算雅虎同意以33美元每股的价格出售，也不愿意收购。
      雅虎方面则表示，仅出售搜索业务已完全能满足股东的利益。6月12日，雅虎称与微软的谈判已经终止，同时把搜索引擎广告合作权转手给了头号对手google。雅虎可以通过支付违约费撤销这项合作制度。
      现在花力气阻击伊坎委托竞争成果还为时过早，毕竟大多数雅虎股东还没有表示会支持他。数位大股东表示近来他们比较倾向同微软达成协议，同时他们还显示出了对雅管理层未能完成合并的不满之意。
      但还是有许多人不愿支持伊坎先生，因为他们担心伊坎除了想要把公司卖给微软外一点周密的计划都没有。
      一些分析人士认为微软周一的声明并不能多大程度上改变这种看法。但部分雅虎股东表示他们认为伊坎先生能比现有的管理层更加有效地领导雅虎，无论他最终是否能够把公司或搜索业务出售给微软。
      Mark Nelson是私募基金MithrasCapital的合伙人，他们在雅虎拥有1700万股股份，Mark表示：“如果微软提出的还是那套不具吸引力的方案，我们情愿保持现状。但不同之处在于伊坎对于雅虎的前景会更具开创力。”

      管理机构发布的文件表明，截至五月7日，大约10%的公司股份掌握在现有雅虎领导及执行官员的手中。大多股份归创始人所有，Daivid Filo持5.79%公司股份，执行总裁Jerry Yang持3.9%。
      根据6月6日的文件，伊坎先生持有590万股股份，大约4%。他每股购买平均花去25美元。微软周一发布声明之后，雅虎股份涨了2.56美元，将近12%，达到每股23.91美元。
       投资行业巨头Capital Research and Management Company是雅虎的最大股东，持有公司16%的股份。这些股份分成两份，Capital World Investors持9.8%，Capital Research Global Investors持6.2%。
      Capital Research Global投资组合经理Gordon Crawford公开批评雅虎的管理，但他的公司也没有公开支持伊坎先生。Capital World经理还没有对委托竞争公开发表过评论，但根据两位有关人士的说法，私底下他们更多地倾向于雅虎管理层及董事会。这两位知情者不愿透露姓名，因为他们无权参与讨论。
      Capital Research and Management发言人周一拒绝表态。
      Keith Gottfried是Blank Rome法律事务所的合伙人，参与股东激进主义实践，他表示股价下滑可能影响许多基金经理人把自己的份额投给伊坎先生，期待他能同微软达成协议。
      Gootfried说：“我可不会低估熊市的影响力，基金经理人会抓住一切机会减少有可能在其它投资项目中出现的损失，于是他们就更希望买卖能做成。”