Microsoft preps proxy fight for Yahoo, reports say

It's expected to authorize an effort to dislodge Yahoo's board

Microsoft Corp. plans to intensify its pursuit of Yahoo Inc. this week when it authorizes a proxy fight to oust Yahoo's board, meaning the 19-day-old acquisition attempt will soon turn a darker shade of ugly, according to The New York Times.

The proxy fight will cost Microsoft between $20 million and $30 million, much less than having to significantly up its offer for Yahoo, The Times reported Tuesday morning, quoting anonymous sources.

The aggressive move would be consistent with Microsoft's statements, hinting that it's willing to acquire Yahoo via hostile means if necessary. Yahoo's board rejected unanimously Microsoft's offer, calling it too low.

Yahoo declined to comment on The Times' article. Microsoft didn't immediately reply to requests for comment.

On Feb. 1, Microsoft offered to pay $31 per share for half of Yahoo's outstanding shares in cash -- about $22.3 billion -- and 0.9509 of a Microsoft share for the other half. Microsoft's half-cash/half-stock offer to Yahoo was valued at about $44.6 billion at the time it was made; Yahoo's share price was $19.18 at the time.

However, the bid's value has dropped to about $41 billion as the price of Microsoft's stock has fallen from $32.60 at the time the offer was made. It was trading at $28.77 on Tuesday morning. At the same time, Yahoo's stock has surged, erasing the bid's original premium. It was trading at $29.32 on Tuesday morning.

In the proxy fight, Microsoft would hire a proxy solicitor to urge Yahoo investors to kick out board directors, The Times reported, adding that all Yahoo directors are up for nomination this year.

After investing heavily in recent years in its Internet business and failing to achieve its desired goals, Microsoft is now convinced that it must acquire Yahoo to compete against common rival Google Inc., especially in search advertising -- the largest online advertising market pie and one that Google dominates.

As of the end of 2007's third quarter, Google had almost 25% of the U.S. Internet advertising market, up from almost 21% in 2006's third quarter, according to IDC. Meanwhile, Yahoo's share during this period dropped to 11.3% from 12.3%, while Microsoft's declined to 5.2% from 5.8%, according to IDC.

In search usage, Google held a commanding 62.4% of queries worldwide, followed by Yahoo in a very distant second place with 12.8%, according to comScore Inc. Microsoft ranked fourth with 2.9%, after Baidu (5.2%).

Unquestionably, Yahoo would be a major win for Microsoft in the display ad market. In November, Yahoo ranked first in the U.S. in display ad impressions with a 19% share, while Microsoft came in third with 6.7%, after News Corp.'s Fox Interactive (16.3%), according to comScore. Google took seventh place with 1%.

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