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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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Yahoo! Inc.
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Yahoo! Inc. issued the following press release on June 30, 2008.
YAHOO! FILES STOCKHOLDER PRESENTATION SUPPORTING CURRENT BOARD SLATE
Provides Details of Microsoft Discussions, Benefits of Google Agreement and Progress on
Strategic Plan
Icahns Dissident Slate is Not the Right Answer
Sunnyvale, CA, June 30, 2008 Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet Company, today
filed a stockholder presentation providing support for its belief that its current Board of
Directors remains the best and most qualified group to maximize value for Yahoo! stockholders and
that the slate proposed by Carl Icahn is not the right answer for the Company.
In addition to asking stockholders to support its Board of Director nominees at Yahoo!s upcoming
annual meeting of stockholders on August 1, 2008, the presentation:
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provides details of the Boards process and decisions with regard to Microsoft,
including the Boards efforts to determine Microsofts interest in and commitment to an
acquisition of the entire Company; |
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provides an analysis of Microsofts search-only hybrid proposal; |
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amplifies on the expected benefits of the Companys recently signed commercial
agreement with Google; |
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highlights the Companys recent progress in executing its key strategies; |
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describes the extensive and relevant experience of Yahoo!s existing independent
Board and management team; |
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observes that Mr. Icahns ill-defined agenda is premised on a sale to Microsoft
despite Microsofts lack of interest in a full acquisition; and |
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notes that his attacks on Yahoo! and its current Board are based on
misrepresentations. |
Jerry
Yang, Yahoo!s chief executive officer, said, Despite all
the challenges weve been
through, including Microsofts unsolicited proposal and now a proxy contest by Carl Icahn, Yahoo!
remains a unique value proposition. Our ubiquitous brand name, top-ranked online properties and
deep talent pool have enabled us to continue to drive our starting points and must buy
strategies. The combination of our leading positions in search and display together with the
benefits expected from our recently-signed agreement with Google make us exceptionally
well-positioned to capitalize on the convergence of search and display.
Setting the Microsoft Record Straight Full Engagement by Yahoo!s Independent Board
In direct response to the inaccurate criticism by Carl Icahn, the presentation provides additional
background regarding Microsofts unsolicited proposal to acquire the entire Company,
and demonstrates that Yahoo!s independent Board and management consistently engaged with Microsoft
both before and after Microsoft withdrew its proposal on May 3. The
presentation notes that at
meetings on May 17 and June 8, Microsoft unequivocally stated that it had no intention of making a
full company acquisition and clarified on June 8 that it would not do so even at the price range it
had previously suggested. The presentation further notes that Microsoft was unresponsive to
multiple requests from Yahoo! and that its actions and statements were inconsistent, casting doubt
on whether Microsoft was ever committed to a whole company acquisition.
The presentation also explains why, after in-depth negotiations and careful evaluation, Yahoo!s
Board concluded that Microsofts subsequent hybrid proposal to acquire only Yahoo!s highly
valuable search business makes no sense for the Company either financially or strategically. The
presentation indicates that Yahoo! believes:
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there would be no meaningful change in operating cash flow (OCF) resulting from that proposal; |
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Microsofts estimates of Yahoo!s cost savings were unrealistic; and |
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the proposed arrangement would have left Yahoo! dependent on Microsofts
monetization results, which have not been competitive with Google. |
The presentation also notes the proposal would have left Yahoo! without search assets, a result
inconsistent with Yahoo!s view that search and display are converging and that Yahoo! is extremely
well positioned to capitalize on the growth in the converged marketplace.
Benefits of Google Agreement
In contrast to Microsofts search-only hybrid proposal, the presentation summarizes why Yahoo!
believes its agreement with Google enhances Yahoo!s strategic plan, putting the Company on a
faster track to creating value. The agreement is expected to generate an estimated $250 -$450
million in incremental OCF in the first twelve months following implementation, enabling Yahoo! to
enhance its efforts to narrow the monetization gap with Google and to strengthen its position in
the converging search and display marketplace. The agreement, the presentation notes, provides
Yahoo! full flexibility to compete and innovate in [the] search business. Importantly, the
presentation also points out that the Google agreement does not preclude a change of control
transaction with Microsoft or any other party.
Progress Executing Strategic Plan
The presentation further details how Yahoo! is continuing to execute its strategic plan to become
the starting point for the most users, the must-buy for advertisers and an open platform for
developers. In addition to the recent agreement with Google, it also cites the acquisitions of
Right Media, BlueLithium, Zimbra, and Maven Networks. Yahoo! also continues to win major new
business partners and expand existing relationships with its advertiser/publisher network. The
launch of AMP! from Yahoo!, Yahoo!s new advertising management platform, beginning in the third
quarter of 2008, is expected to enhance the Companys competitive position and make it even easier
for advertisers and publishers to do business with Yahoo!.
Yahoo! believes this progress, in combination with the recently announced reorganization, will
enable it to capitalize on its leadership in the rapidly-growing display advertising marketplace
and strengthen its competitiveness overall.
Icahns Slate is Not the Right Answer
As explained in the presentation, Mr. Icahns ill-defined plan for Yahoo! is focused on selling
the Company to Microsoft, even though Microsoft has repeatedly confirmed that it is not interested
in a full acquisition. The presentation further notes that Mr. Icahns public demands are either
moot or would jeopardize the Companys ability to execute on its strategic plan. For example,
Yahoo! has already executed an agreement with Google, Mr. Icahns fallback strategy if Microsoft
remains unwilling to enter into a transaction. The presentation also demonstrates that Mr. Icahn
misrepresents the manner in which Yahoo! negotiated with Microsoft and the cost and purpose of the
Companys change in control severance plan.
Yahoo! Board Experienced and Qualified
Our Board and management team have consistently focused on and will continue to focus on
maximizing stockholder value, the presentation states, noting that the Board and management:
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Proactively engaged in multiple discussions with Microsoft; |
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Provided our stockholders with greater transparency into our strategic plan and how
we plan to grow the business in the coming few years; |
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Negotiated and signed an agreement with Google to accelerate our strategic plan. |
It concludes Our Board collectively has expertise in advertising, media, and technology and
in-depth knowledge and experience with Yahoo!. Yahoo! urges stockholders to vote the WHITE proxy
card in support of its current Board of Directors.
About Yahoo! Inc.
Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations
worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and
developers by creating indispensable experiences built on trust. Yahoo! is headquartered in
Sunnyvale, California.
Non-GAAP Financial Measures
This release refers to operating cash flow (operating income before depreciation, amortization of
intangible assets, and stock-based compensation expense, or OCF), which is a non-GAAP financial
measure. The most comparable GAAP measure is income from operations. With respect to the OCF
numbers provided in this release, the estimate of income from operations is the same as the
estimated OCF, as the Company does not
expect to incur any additional depreciation and amortization or stock-based compensation expense
related to the Google agreement.
Forward Looking Statements
This release (including without limitation the statements and information in the quotations from
management and from the stockholder presentation in this press release) contains forward-looking
statements that involve risks and uncertainties concerning Yahoo!s projected financial performance
as well as Yahoo!s strategic and operational plans. Actual results may differ materially from
those described in this release due to a number of risks and uncertainties. The potential risks and
uncertainties include, among others, the expected benefits of the commercial agreement with Google
may not be realized, including as a result of actions taken by United States or foreign regulatory
authorities and the response or acceptance of the agreement by publishers, advertisers, users, and
employees; the implementation and results of Yahoo!s ongoing strategic initiatives; the impact of
organizational changes; Yahoo!s ability to compete with new or existing competitors; reduction in
spending by, or loss of, marketing services customers; the demand by customers for Yahoo!s premium
services; acceptance by users of new products and services; risks related to joint ventures and the
integration of acquisitions; risks related to Yahoo!s international operations; failure to manage
growth and diversification; adverse results in litigation, including intellectual property
infringement claims; Yahoo!s ability to protect its intellectual property and the value of its
brands; dependence on key personnel; dependence on third parties for technology, services, content,
and distribution; general economic conditions and changes in economic conditions; potential
continuing uncertainty arising in connection with the withdrawal of Microsofts unsolicited
proposal to acquire Yahoo! and the announced intention by a stockholder to seek control of our
Board of Directors; the possibility that Microsoft or another person may in the future make another
proposal, or take other actions which may create uncertainty for our employees, publishers,
advertisers, and other business partners; and the possibility of significant costs of defense,
indemnification, and liability resulting from stockholder litigation relating to the Microsoft
proposal. More information about potential factors that could affect Yahoo!s business and
financial results is included under the captions Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations in Yahoo!s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, as amended, and the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2008, which are on file with the Securities and Exchange Commission
(SEC) and available at the SECs website at www.sec.gov. All information in this release is as
of June 30, 2008, unless otherwise noted, and Yahoo! does not intend, and undertakes no duty, to
update or otherwise revise the information contained in this release.
# # #
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other
names are trademarks and/or registered trademarks of their respective owners.
Media Contacts:
Brad Williams
Yahoo! Inc.
(408) 349-7069
bhw@yahoo-inc.com
Adam Miller / Winnie Lerner
The Abernathy MacGregor Group for Yahoo! Inc.
(212) 371-5999
alm@abmac.com / wal@abmac.com
Investor Contact:
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com