With MS trying to acquire Yahoo and Yahoo's board rejecting it as of now, here's what could happen:
(Thanks to Professor Davidoff, a former corporate attorney at Shearman & Sterling and a professor at Wayne State University Law School.)
1. Fight it out in the Proxy Contest. Yahoo will argue that Microsoft’s bid undervalues it; that the cultures will not match; that Microsoft has an uncertain future; and that its offered stock is an inappropriate investment. The dispute will be an ad-man’s dream, as Microsoft and Yahoo will daily fight out this contest in ads placed in national newspapers, mailings to shareholders and in the media generally. However, given the significant arbitrage position in Yahoo and the premium Microsoft is offering, Yahoo’s chances with this strategy appear to be less than certain.
2. Third-Party Buy-out. For this defense, Yahoo has to find a third party willing to buy. Then, if Yahoo decided to sell to a third party, the board would trigger its “Revlon” duties. The Yahoo board would now be required to accept the highest price reasonably available. It is hard to see Microsoft being outbid by many companies, except perhaps Google. But a pure acquisition bid by Google is unlikely given the regulatory issues that would surround it.
3. Alliance or Acquisition. This could be one of Yahoo’s best options, if it can find a good partner or acquisition. A third-party alliance with or acquisition of AOL, for example, would make Yahoo less attractive to Microsoft. If Yahoo wants to play hardball, it can attempt a transaction that would create regulatory problems for any acquisition of Yahoo by Microsoft. Of course, the problem with this technique is that if it succeeds, Yahoo will be stuck making the alliance or acquisition work. And if Microsoft finds the transaction unattractive enough to refuse to buy, then, well…
4. Crown Jewel Sale. Yahoo could sell its stake in AliBaba or another of its key assets in an attempt to make it less attractive to Microsoft. Again, though, Yahoo would be deprived of this asset if Microsoft simply went away. 5. Leveraged Recapitalization. Yahoo could play the old 1980s standard by levering up its balance sheet with debt and using the debt to buy back its shares at a premium. I suppose this may be possible for a technology company nowadays, though I’m not sure given the state of the credit markets. Still, this maneuver only makes Yahoo more expensive to buy — it does not forestall a bid by Microsoft if Microsoft is willing to pay to refinance the debt post-acquisition.
(Thanks to Professor Davidoff, a former corporate attorney at Shearman & Sterling and a professor at Wayne State University Law School.)
1. Fight it out in the Proxy Contest. Yahoo will argue that Microsoft’s bid undervalues it; that the cultures will not match; that Microsoft has an uncertain future; and that its offered stock is an inappropriate investment. The dispute will be an ad-man’s dream, as Microsoft and Yahoo will daily fight out this contest in ads placed in national newspapers, mailings to shareholders and in the media generally. However, given the significant arbitrage position in Yahoo and the premium Microsoft is offering, Yahoo’s chances with this strategy appear to be less than certain.
2. Third-Party Buy-out. For this defense, Yahoo has to find a third party willing to buy. Then, if Yahoo decided to sell to a third party, the board would trigger its “Revlon” duties. The Yahoo board would now be required to accept the highest price reasonably available. It is hard to see Microsoft being outbid by many companies, except perhaps Google. But a pure acquisition bid by Google is unlikely given the regulatory issues that would surround it.
3. Alliance or Acquisition. This could be one of Yahoo’s best options, if it can find a good partner or acquisition. A third-party alliance with or acquisition of AOL, for example, would make Yahoo less attractive to Microsoft. If Yahoo wants to play hardball, it can attempt a transaction that would create regulatory problems for any acquisition of Yahoo by Microsoft. Of course, the problem with this technique is that if it succeeds, Yahoo will be stuck making the alliance or acquisition work. And if Microsoft finds the transaction unattractive enough to refuse to buy, then, well…
4. Crown Jewel Sale. Yahoo could sell its stake in AliBaba or another of its key assets in an attempt to make it less attractive to Microsoft. Again, though, Yahoo would be deprived of this asset if Microsoft simply went away. 5. Leveraged Recapitalization. Yahoo could play the old 1980s standard by levering up its balance sheet with debt and using the debt to buy back its shares at a premium. I suppose this may be possible for a technology company nowadays, though I’m not sure given the state of the credit markets. Still, this maneuver only makes Yahoo more expensive to buy — it does not forestall a bid by Microsoft if Microsoft is willing to pay to refinance the debt post-acquisition.