Yahoo!, Inc. (M&A Insight Note)

• Yahoo!, Inc. (Corporate Governance Quotient (CGQ)): $250.00
  ...Only one inside director and no affiliated outsiders serve on the board The nominating committee is comprised solely of independent outside directors The compensation committee is comprised solely of independent outside directors The company has a committee that oversees governance issues and the committee met in the past year The full board of directors is elected annually There are between nine and ## directors serving on the board The CEO serves on the boards of two or fewer other companies No former CEO of the company serves on the board Chairman and CEO are separated and Chairman is an independent outsider The company has governance guidelines that have been publicly disclosed on company website The performance of the board is reviewed regularly Outside directors meet without the CEO present and the number of meetings of the outside directors is specified A board approved CEO succession plan is in place Board members have express authority to retain...
• Yahoo!, Inc. (M&A Insight Note): $100.00
  ...ICS and ISS are subsidiaries of RiskMetrics Group, Inc. (RMG ), a provider of financial risk management analytics and solutions. While ICS and ISS are separate legal entities, the products and services provided by ICS and ISS are all branded as part of the RiskMetrics Group family. This issuer may be a client of ISS, ICS, or ISS parent compa ny, RMG, or the parent of, or affiliated with, a client of ISS, IC S, or RMG. ISS may in some circumstances afford issuers, whether or not they are ICS clients, the right to review draft research analyses so that factual inaccuracies may be corrected before the recommendations are finalized. Control of research analyses and voting recommendations remains, at all times, with ISS. Three of RMG s largest stockholders, General Atlantic, Spectru m Equity Investors, and Technology Crossover Ventures, are private equity investors whose business activities include making equity and debt investments in public and privately-held companies....
• Yahoo!, Inc. (M&A Insight Note): $100.00
  ...On Feb. #, Microsoft (MSFT) st unned the financial markets with a bear hug offer to purchase Yahoo (YHOO) for approximately $## billion in cash and stock. The deal would be the largest pu re technology combination of all time, and the bid is one of the largest hostile offers of the pa st decade. To date, the Yahoo board has rejected the offer, determining that it substantially underval ues the company. On the other hand, Microsoft has described its o ffer as full and fair. In the lexicon of M&A public relations, full and fair is meant to convey a willingness to raise an o ffer, as compared to the phrase best and final, which is code for not a penny more. Although in covering this story the financia l media has focused on the intricacies of hostile takeover strategies and antitrust concerns (see our ...
• Yahoo!, Inc. (M&A Insight Note): $100.00
  ...Based on media coverage, the number one M&A story of #### clearly has been Microsoft s hostile bear hug offer for Yahoo. The deal would be the largest pure technology combination of all time, and the bid is one of the biggest hostile offers of the past decade. The analysis of the situation to date inevitabl y has focused on the rela tive benefits of the proposed transaction for Yahoo or Microsoft shareholders, as if they were two distinct groups. In reality, however, they are not . Close to ##% of all Yahoo institutional shareholders have a crossholding in Microsof t, and most of the Top ## holders are also significant holders of Microsoft. ...
• Yahoo!, Inc. (M&A Insight Note): $100.00
  ...M&A Edge issued a note to clients in wh ich we described the influence of the so-called portfolio effect on the dynamics of contentious M&A situations. Our note has received extensive media coverage, and the issues it raised were subsequently echoed by, among others, industry analyst FBR Research. In our Feb. ## note, we stated: Institutional shareholde rs who own both an acquirer and a target are likely to evaluate the proposed transac tion on a portfolio basis. Such a shareholder may be less concerned about the ...
• Yahoo!, Inc. (M&A Insight Note): $100.00
  ...On May #, Microsoft CEO Steve Ballmer in a letter to counterpart Jerry Yang of Ya- hoo formerly withdrew Microsoft s pro- posal to acquire Yahoo. Shares of Yahoo dropped ##% on Monday as investors, some of which purchased shares just last Friday in anticipation of a sweetened deal, fled the stock. However, in the subsequent three trading days, Ya hoo shares retraced almost half of that decline, closing at $##.## on Thursday, despite market pun- dit predictions of a Yahoo share price col- lapse. Over ### million shares have traded hands at prices north of $## per share in the last three trading days. The Yahoo situation has been fertile ground for intriguing M&A issues. In con- nection with Microsoft s unsolicited offer, ...