Saturday, March 26, 2016

Massive Microsoft, Yahoo deal may be imminent – Morning Ticker

Massive Microsoft, Yahoo deal may be imminent

Once a giant on the Internet, Yahoo has struggled to maintain market share.

Microsoft executives are reportedly in talks with potential Yahoo investors about getting the financing together to buy the flailing Internet company in a move that could mark a huge change in the online world.

Microsoft is in preliminary talks in an effort to preserve its relationship with Yahoo — they have long had search and advertising agreements with each other, according to a Reuters report.

Microsoft has so far declined to comment, but Reuters is reporting that private equity firms have approached Microsoft about potentially buying Yahoo.

Yahoo is in the midst of auctioning its search, mail, and news sites as the once gold standard of the Internet has fallen way behind Google and Facebook in the eyes of online advertisers.

Yahoo would certainly have some high profile suitors. Verizon's Chief Financial Officer Fran Shammo is one powerful individual who has indicated interest in grabbing Yahoo's core business. Back in 2008, then-Microsoft CEO Steve Ballmer tried to buy Yahoo for $ 45 billion, but the deal fell through.

Yahoo has struggled to retain market share under Chief Executive Marissa Mayer, who has been pressured to leave the company. Hedge fund Starboard Value LP recently moved to overthrow the entire board of Yahoo, including Mayer.

Yahoo's statement on the Starboard move is below:

Yahoo today noted Starboard Value LP's announcement of its intention to nominate nine director candidates for election to Yahoo's Board of Directors at the company's 2016 Annual Meeting of Shareholders.

The Board's Nominating and Governance Committee will review Starboard's proposed director nominees and respond in due course.

Additional Information and Where to Find It

Yahoo! Inc. (the "Company"), its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2016 Annual Meeting of Stockholders (the "Annual Meeting"). The Company plans to file a proxy statement (the "2016 Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting.

Eric K. Brandt, Catherine J. Friedman, David Filo, Susan M. James, Marissa A. Mayer, Thomas J. McInerney, H. Lee Scott, Jr., Jane E. Shaw, Ph.D. and Maynard G. Webb, Jr., all of whom are members of the Company's Board of Directors, and Ken Goldman, Chief Financial Officer, are participants in the Company's solicitation. Other than Mr. Filo, none of such participants owns in excess of 1% of the Company's common stock. Mr. Filo may be deemed to own approximately 7.5% of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2016 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders (the "2015 Proxy Statement"), which was filed with the SEC on April 29, 2015. To the extent that holdings of the Company's securities have changed since the amounts printed in the 2015 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Promptly after filing its definitive 2016 Proxy Statement with the SEC, the Company will mail the definitive 2016 Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the Annual Meeting. Stockholders may obtain, free of charge, the Company's preliminary proxy statement, any amendments or supplements thereto and any other relevant documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website. Copies of the Company's definitive proxy statement, any amendments or supplements thereto and any other relevant documents filed by the Company with the SEC in connection with the Annual Meeting will also be available, free of charge, at the Company's website.

Yahoo is a guide focused on informing, connecting, and entertaining our users. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. Yahoo is headquartered in Sunnyvale, California, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom or the Company's blog.

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