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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2008
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
| 701 First Avenue Sunnyvale, California |
94089 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (408) 349-3300
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01. Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
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| Item 8.01. | Other Events. |
Yahoo! Inc. (the “Company”) issued a press release in response to the unsolicited proposal by
Microsoft Corporation to acquire the Company dated January 31, 2008.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following item is filed as an exhibit to this report:
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Yahoo! Inc. Press Release dated February 11, 2008. |
|||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YAHOO! INC. (Registrant) |
||||
| By: | /s/ Michael J. Callahan | |||
| Name: | Michael J. Callahan | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
Date: February 11, 2008
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Exhibit 99.1
YAHOO! BOARD OF DIRECTORS SAYS MICROSOFT’S PROPOSAL
SUBSTANTIALLY UNDERVALUES YAHOO!
SUBSTANTIALLY UNDERVALUES YAHOO!
Sunnyvale, Calif., February 11, 2008 — Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet
company, today said the Yahoo! Board of Directors has carefully reviewed Microsoft’s unsolicited
proposal with Yahoo!’s management team and financial and legal advisors and has unanimously
concluded that the proposal is not in the best interests of Yahoo! and our stockholders.
After careful evaluation, the Board believes that Microsoft’s proposal substantially undervalues
Yahoo! including our global brand, large worldwide audience, significant recent investments in
advertising platforms and future growth prospects, free cash flow and earnings potential, as well
as our substantial unconsolidated investments. The Board of Directors is continually evaluating all
of its strategic options in the context of the rapidly evolving industry environment and we remain
committed to pursuing initiatives that maximize value for all stockholders.
Goldman, Sachs & Co., Lehman Brothers and Moelis & Company are acting as financial advisors to
Yahoo!. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Yahoo!, and Munger
Tolles & Olson LLP is acting as counsel to the outside directors of Yahoo!.
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. For more information, visit pressroom.yahoo.com.
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. For more information, visit pressroom.yahoo.com.
# # #
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: |
||
Tracy Schmaler
|
Diana Wong | |
Yahoo! Inc.
|
Yahoo! Inc. | |
(202) 631-9463
|
(408) 349-4391 | |
schmaler@yahoo-inc.com
|
dianaw@yahoo-inc.com | |
Adam Miller
|
Michael Gross | |
The Abernathy MacGregor Group for Yahoo! Inc.
|
Robinson Lerer & Montgomery for Yahoo! Inc. | |
(212) 371-5999
|
(646) 805-2003 | |
alm@abmac.com
|
mgross@rlmnet.com | |
Investor Contact: |
||
Marta Nichols |
||
Yahoo! Inc. |
||
(408) 349-3527 |
||
mnichols@yahoo-inc.com |