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Microsoft proposes taking case directly to Yahoo! shareholders

7 April 2008

Microsoft has stated that it will take its case to acquire Yahoo! directly to shareholders if the two companies "have not concluded an agreement within the next three weeks".

The announcement was made in a letter sent by Microsoft on Saturday 5 April to the Yahoo! Inc. Board of Directors.

In the letter, Microsoft stated that it has now been more than two months since they made their proposal to acquire Yahoo! at a 62% premium to its closing price on 31 January 2008 and that their goal was to "create the basis for a speedy and ultimately friendly transaction".

Microsoft further stated that "while there has been some limited interaction between management of our two companies, there has been no meaningful negotiation to conclude an agreement."

Microsoft added that "If we have not concluded an agreement within the next three weeks, we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo! board."

In response to Microsoft's letter, Yahoo! stated that "[its] Board carefully considered [Microsoft's] unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and [its] stockholders, and rejected it publicly on February 11, 2008.

Yahoo! further stated that "...We are not opposed to a transaction with Microsoft if it is in the best interests of our stockholders. Our position is simply that any transaction must be at a value that fully reflects the value of Yahoo!, including any strategic benefits to Microsoft, and on terms that provide certainty to our stockholders."

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