5月3日晚，微软宣布放弃收购雅虎，微软CEO史蒂文·鲍尔默在随后写给雅虎CEO杨致远的一封信中表示了对杨的感谢，并说明了微软对雅虎“失去兴趣”的原因。以下是信件的主要内容：

 

 

历时三个月，我们终于在微软收购雅虎一事上做出了决定。

 

我首先向你、你的管理团队、雅虎董事会表示个人的感谢。我对你为此事投入的时间和关注表示感谢，特别是你所投入的这么多精力。我认为我们本周所做决定特别有用，让我首次清楚地明白了什么是可能的，什么是不可能的。

 

我很失望雅虎没有接受我们的收购要约。我在1月31日首次向你提出了收购方案，因为我认为两家公司的合并能够为我们的股东们创造真正的价值，也能为消费者、广告商、出版商在市场中创造更大的创新和机会。我们当时决定给出62%溢价就说明了对此观点的信心。

 

在我们本周的交谈中，我们有意愿将收购价提升到每股33美元，这更印证了我们对此合并的诚意。此提价可为雅虎股东带来50亿美元的额外利益。提价后，收购要约价值相比1月31日雅虎收盘市值已有70%的溢价。但实际看来此报价仍然不够，而你们最终坚持微软需要再多付至少50亿美元，相当于在每股33美元的基础上再多加4美元。

 

经过本周的会议和进一步思索，我很清楚直接向雅虎股东提出收购是不明智的，因为这一做法涉及到代理权争夺，使此交易变质为了交换收购。我们与你的交谈让我们得出了以上结论，期间你已尽力让雅虎不再是微软收购的对象。

 

我们特别考虑到雅虎目前为“敌意收购”所准备的计划，即与谷歌的合作。我们认为此做法让微软不再对收购雅虎感兴趣，其原因如下：

 

首先，此做法会促使广告客户使用谷歌作为反对您的巴拿马付费搜索系统，这从根本上上破坏了雅虎自身的战略和长期生存能力。这也将破坏你的搜索广告，将广告策略和周围的环境暴露无遗。这将影响你的广告业务，阻碍它的成长。

 

鉴于此，此做法将损害雅虎保留人才的能力，而这些人才都是对广告系统来说非常重要的工程师，对我们来说非常重要。

 

除此之外，此做法还将会引起一系列的规章制度和法律问题，包括微软在内的任何收购方都不愿意接受的问题。除其他事项以外，这将减少在市场上的竞争和选择，从而巩固市场份额。

 

这一做法也将有效地让谷歌拥有在自己和雅虎的搜索平台上搜索关键词的定价权，并在此过程中以提价来抢走雅虎客户。除此之外，从商业角度来说，任何引起法律问题的理由都是不明智的。

 

其次微软可以选择与其他任何不依赖谷歌的搜索引擎提供商合并。

 

因此，当你的计划让我作出一个坚定的决定，就是放弃收购雅虎。

 

我们向继续前行，继续创新，与我们的现有的人才团队一起成长。我们也有可能通过战略性交易发展新的合作伙伴。

 

我始终相信，直至今天，我们为你们提供的是独一无二的选择，我们对你们的股东进行了充分和公平的估价。未达成统一协议，你和你的股东都在这份重要的估价上留下遗憾。

 

虽然如此，协议还是未能达成。

 

 

Microsoft’s Letter to Yahoo
May 3, 2008, 8:22 pm

 

Talk about a Saturday night special. Microsoft said tonight that it is withdrawing its offer to buy Yahoo, one it had only recently raised.

 

In a lengthy letter to Jerry Yang, Yahoo’s chief executive, Microsoft chief Steven A. Ballmer said that the Internet company had made clear that it would not accept a deal on terms acceptable to Microsoft. The software giant had considered beginning a proxy fight, as it had threatened, but ultimately decided against it.

 

Read the full letter after the jump.

 

May 3, 2008

 

Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

 

Dear Jerry:

 

After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo!.

 

I first want to convey my personal thanks to you, your management team, and Yahoo!’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

 

I am disappointed that Yahoo! has not moved towards accepting our offer. I first called you with our offer on January 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers, and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62 percent premium at that time reflected the strength of these convictions.

 

In our conversations this week, we conveyed our willingness to raise our offer to $33.00 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70 percent compared to the price at which your stock closed on January 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.

 

Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.

 

We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo! today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo! undesirable to us for a number of reasons:

 

* First, it would fundamentally undermine Yahoo!’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.

 

* Given this, it would impair Yahoo’s ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.

 

* In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.

 

* This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.

 

* It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

 

Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo!.

 

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

 

I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

 

But clearly a deal is not to be.

 

Thank you again for the time we have spent together discussing this.

 

Sincerely yours,
Steven A. Ballmer