NEW YORK/SAN FRANCISCO (Reuters) - Yahoo Inc extended a deadline
to nominate board directors, buying the company time to pursue alternatives to
Microsoft Corp's $41.7 billion offer,
while also giving Yahoo room to negotiate a friendly deal with
Microsoft.
The original March 14 deadline could have catapulted Microsoft and Yahoo into
a formal proxy contest next week. Instead, Yahoo said on Wednesday the deadline
would fall 10 days after it announces the date for its annual shareholder
meeting, which has yet to be scheduled.
Yahoo has explored tie-ups with several other Internet and media companies
that would allow it to retain more independence. Delaying board nominations
reduces the pressure on Microsoft to turn hostile in its takeover strategy in
which it could nominate an alternative slate of Yahoo directors.
Talks about a deal with Time Warner Inc's AOL unit have
accelerated, a person briefed on the discussions said on Wednesday. News Corp
and Yahoo are still
discussing possible options, a source familiar with the talks said.
A Yahoo spokeswoman declined to comment the board actions beyond its previous
statement that the company and its directors are continuing to consider all
strategic options.
Canaccord Adams analyst Colin Gillis said the move was a delaying tactic by
Yahoo as Chief Executive Jerry Yang looks for an alternative to
Microsoft.
"It's a sign he doesn't really have any viable alternatives. He's trying to
buy more time to dig up other solutions," said Gillis.
Gillis said it would be best for both companies if they could work out a
deal.
"Microsoft has time working against it," he said. "They don't want to spend
six months doing the dance with the (Yahoo) board and 12 months waiting for a
deal to close."
After more than a year of intermittent talks, Yahoo rebuffed an offer that
Microsoft made public on February 1 valuing the company at $31 per share in cash
and stock. Based on current share prices, the deal would value Yahoo at $27 per
share.
Yahoo shares rose 2 percent to $28.62 in early trading on the Nasdaq,
indicating investors still expect Microsoft to sweeten its offer. Microsoft
gained 2.6 percent to $28.31.
BREATHING ROOM
Such tactics are common in takeover battles. BEA Systems Inc delayed nominating
directors in December for its annual meeting, setting the stage for negotiations
that led BEA to accept a sweetened $8.5 billion bid by Oracle in
January.
"It's an indication that probably Yahoo is less receptive to Microsoft than
was initially believed," said analyst Jeffrey Lindsay of Sanford C. Bernstein,
referring to the extension.
"It looks as if they've bought themselves several weeks by proposing this
delay," he said. "It's probably the maximum they can do without incurring a lot
more shareholder ill-will."
Yahoo Chief Executive Jerry Yang told employees in a letter that the
extension would still allow Microsoft to nominate directors to its board, but
the main aim was to create some breathing room.
"In light of the current circumstances, this change removes an imminent
deadline," Yang said in the letter, which was filed with the U.S. Securities and
Exchange Commission.
"Microsoft, of course, could still choose to name directors, but our
objective here is to enable our board to continue to explore all of its
strategic alternatives for maximizing value for stockholders without the
distraction of a proxy contest," Yang said.
Yahoo has said the Microsoft offer significantly undervalues its worth,
including a user base of nearly 500 million people, as well as lucrative
overseas holdings. Wall Street had viewed that as an effort to wrest a higher
price from Microsoft.
Microsoft, for its part, has not publicly budged from its original
offer.
"We are fully aware of our options," a person close to Microsoft
said.
Yahoo has yet to set a date for its annual shareholder meeting, which took
place on June 12 last year and under Delaware laws -- where Yahoo is
incorporated -- has up to 13 months to hold its next annual meeting. Companies
must notify shareholders of a meeting date 10 to 60 days ahead of time.
(Additional reporting by Sinead Carew, Tiffany Wu and Kenneth Li in New York;
editing by Dave Zimmerman/Andre Grenon)