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Microsoft: “Our Proposal Did Not Include a Change of Yahoo Governance”

Microsoft issued a statement clarifying that their proposal last Friday, which Yahoo rejected on Saturday, did not include a change of Yahoo governance. Interestingly, Microsoft also said that their proposal was “solicited” by Yahoo’s Roy Bostock due to Carl Icahn’s attempts to engage Microsoft and Yahoo on a search transaction that will be favorable to Microsoft. In addition, Microsoft said that after submitting their proposal, they asked Yahoo to confirm whether the terms of the proposal were enough for both companies to engage in negotiation during the weekend.

The negotiation would have continued today and in the coming days, had Yahoo did not misconstrue the Microsoft proposal  as something like giving them an ultimatum to decide now or suffer the consequence of not accepting it.

Now, here comes an interesting bit from Silicon Alley Insider, reliable sources close to Yahoo says that the Microsoft proposal was joint proposal of Mr. Icahn and Mr. Balmer that included a call for a change of Yahoo governance. While another source close to Microsoft say that there was never a joint proposal but only a Yahoo proposal which did not call for a change in Yahoo Board.

Having fun yet? Well if you would recall Mr. Carl Icahn was the one who referred to the proposal as a joint initiative between him and Yahoo, and he did call for a change of governance. Mr. Icahn sent a statement to the Yahoo shareholders Monday last week, asking for the immediate ouster of Mr. Yahoo and the Yahoo board.

With so many things going on with Yahoo recently, and with the noise created by these issue, it would seem that something must have been misunderstood somewhere along the way. And things could have been mixed up which led them to believe that Yahoo’s proposal calls for the ouster of Yang and the Yahoo Board.

All information leads to two things actually. One, that Icahn so wanted to change the Yahoo Board and CEO Jerry Yang so that Microsoft could proceed with the merger bid. While on Microsoft’s part, it would seem that it is interested only with Yahoo’s search business and it was open for negotiation with Yahoo. With Yahoo’s search position, it is but understandable that Microsoft would want badly to acquire it. It does not need all the other Yahoo properties.

But like I said before, Microsoft should have cleared this intent from the very beginning of this web drama. Now, Microsoft is attacking the Yahoo-Google deal – a clear indication of what it’s real intent is in this never-ending issue.

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Microsoft: “Our Proposal Did Not Include a Change of Yahoo Governance”

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