Microsoft Corp.’s deadline to reach a friendly deal with Yahoo Inc. in its takeover bid expired without comment from either party, setting the stage for a hostile acquisition attempt.
The two companies and their advisers have been talking in recent weeks, but achieved no breakthroughs that would lead them to a friendly deal by Saturday, said people familiar with the matter. That’s the day Microsoft Chief Executive Steve Ballmer had set as a deadline for Yahoo to reach a friendly deal before Microsoft goes hostile, threatening to lower the price in that case.
The issue of price has been a main sticking point, with Microsoft’s cash-and-stock offer valued at $29.68 a share as of Friday’s market close. Yahoo’s directors have rejected the offer as undervaluing the company, and major Yahoo holders have signaled they want closer to $35 a share.
Yahoo has been waiting for a higher offer from Microsoft to bring to its directors for a vote, but Microsoft hasn’t extended one, said people familiar with the matter. For their part, Microsoft executives have been frustrated by what they perceive as Yahoo’s refusal to engage in discussions about a reasonable price, said people familiar with the matter.
Yahoo has signaled that it expects a significant boost in Microsoft’s bid, whereas Microsoft has been willing to entertain only a moderate increase, the people said. Mr. Ballmer, in Madrid on Friday, reiterated that his company didn’t see a reason to raise the price. "Our bid is quite generous, roughly 80 times earnings," said Mr. Ballmer. "If we don’t hear from Yahoo, we’ve said we’ll go to their shareholders."
Microsoft Chief Financial Officer Chris Liddell had said on Thursday that the company would weigh its options and provide details publicly next week. He said Microsoft’s options included taking its offer to Yahoo’s shareholders, pressuring Yahoo management to yield to Microsoft or withdrawing the offer.
The architects of the bid at Microsoft have faced opposition in recent weeks from other executives who are opposed to Microsoft buying Yahoo, say people familiar with the matter. It’s unclear how dissent will affect Microsoft’s next moves.
Some major Yahoo holders have suggested they wouldn’t back Microsoft in a hostile effort if it didn’t raise its offer above the $31-a-share value first extended on Jan. 31. Among them is Legg Mason Inc. portfolio manager Bill Miller, who earlier this month said $31 was too low.
If Microsoft were to walk away, Yahoo’s share price likely would fall from its level of $26.80, down 50 cents, in 4 p.m. Nasdaq Stock Market composite trading Friday. It was trading at $19.18 before Microsoft’s offer, which carried a 62% premium at the time it was announced.
Yahoo could continue to pursue some alternatives, such as a pact to carry search advertising from Google Inc., with which it has been conducting a limited test of such an arrangement. The success of that test so far has played a key role in emboldening some at Yahoo in their continued resistance to Microsoft’s overtures.
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