Yahoo! Announces Agreement to Acquire IndexTools’ Analytics Business
Acquisition intended to enhance platform for comprehensive Web analytics and extend offerings for on-line marketers
SUNNYVALE, Calif. April 9, 2008 – Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today announced that it has entered into a definitive agreement to acquire substantially all of the assets of Tensa Kft., more commonly known as IndexTools, a leading provider of Web analytics software for online marketing. The acquisition includes IndexTools’ Web analytics business and technology as well as its Tensa R&D Kft. subsidiary. Upon completion of the acquisition, the addition of the IndexTools’ assets is intended to expand Yahoo!’s powerful set of services designed to maximize its clients’ online marketing efforts.
“Yahoo! believes that the ability to generate the most valuable and relevant insights is essential to seizing market opportunities and creating successful campaigns,“ said Bassel Ojjeh, senior vice president and head of Yahoo!’s Strategic Data Solutions group. “We expect that the IndexTools’ technology platform will provide our customers the opportunity to more quickly uncover and act on these insights, enhancing Yahoo!’s status as a partner of choice in online marketing and the must buy for the world’s advertisers.”
The acquired technology is expected to extend Yahoo!’s current analytics offerings by adding capabilities to deliver relevant insights and metrics for online campaigns that run across the entire Yahoo! network. Following the acquisition, the first group of customers to benefit from these enhanced tools will be more than 150,000 small-to-medium businesses marketing on the Web with Yahoo!. Additional capabilities enabling third-party developers to monitor and optimize the traffic performance of their applications are expected to follow throughout the year following the acquisition.
“At the IndexTools group, we have developed a large base of global customers by delivering a reliable, scalable and comprehensive platform for monitoring and analyzing sophisticated marketing campaigns,” said Márton Szőke, Managing Director of Tensa. “Our commitment to generating the most important insights, and placing them at our customers’ fingertips, makes the IndexTools platform a wonderful match with Yahoo! and we are thrilled to have this opportunity to help advance online advertising as part of one of the world’s leading brands.”
“The passionate and talented engineers at IndexTools have built a powerful analytics solution and just as importantly, their focus on delighting customers with the features and tools they truly need to excel is an excellent fit with Yahoo!,“ said Ojjeh. “We’re excited and looking forward to welcoming these engineers to Yahoo!’s own deep engineering team.”
IndexTools offers a scalable analytics platform for companies' online marketing activity in each phase of the customer lifecycle. With IndexTools Web Analytics and Bid Management, businesses gain accurate, insightful and timely intelligence about the effectiveness of their online marketing.
The transaction is subject to customary closing conditions and is expected to be completed in the first half of 2008.
Monday, April 07, 2008
YAHOO!’S BOARD OF DIRECTORS RESPONDS TO LATEST MICROSOFT LETTER
Sunnyvale, Calif., April 7, 2008 – The Board of Directors of Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today sent the following letter to Steve Ballmer, Chief Executive Officer of Microsoft Corporation.
Dear Steve:
Our Board has reviewed your most recent letter with regard to the unsolicited proposal you made to acquire Yahoo! on January 31, 2008.
Our Board carefully considered your unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and our stockholders, and rejected it publicly on February 11, 2008. Our Board cited Yahoo!’s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.
At the same time, we have continued to make clear 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.
Since disclosing our Board's position with respect to your proposal, we have presented our three-year financial and strategic plan to our stockholders, which supports our Board’s determination that your unsolicited proposal substantially undervalues Yahoo! Those meetings with our stockholders have also provided us an opportunity to hear their views.
We have continued to launch new products and to take actions which leverage our scale, technology, people and platforms as we execute on the strategy we publicly articulated.
Today, in fact, we are announcing AMP! from Yahoo!, a new advertising management platform designed to dramatically simplify the process of buying and selling ads online.
Finally, our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing. All of these actions have been driven by our overarching commitment to maximize stockholder value.
Our Board's view of your proposal has not changed. We continue to believe that your proposal is not in the best interests of Yahoo! and our stockholders. Contrary to statements in your letter, stockholders representing a significant portion of our outstanding shares have indicated to us that your proposal substantially undervalues Yahoo!. Furthermore, as a result of the decrease in your own stock price, the value of your proposal today is significantly lower than it was when you made your initial proposal.
In contrast to your assertions about the effect of general economic conditions on our business, Yahoo!'s business forecasts are consistent with what we outlined in our last earnings call. As you know, we recently reaffirmed our Q1 and full year guidance, which is a testament to our ability to perform in line with our expectations despite the current economic environment. In addition, our three-year financial and strategic plan which we have made public demonstrates significant potential upside not previously communicated to the financial markets. This plan has received positive feedback from our stockholders, further strengthening the view that Yahoo! is worth well more as a standalone company than the value offered in your proposal, and would be even more valuable to Microsoft. Your own statements have made clear the strategic importance of Yahoo!'s substantial assets and capabilities to Microsoft.
We regret to say that your letter mischaracterizes the nature of our discussions with you. We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.
As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow up to a recent meeting among our respective legal advisors we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.
We consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction. We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgably evaluate our Company's alternatives and to maximize value.
In conclusion, please allow us to restate our position, so there can be no confusion. We are open to all alternatives that maximize stockholder value. To be clear, this includes a transaction with Microsoft if it represents a price that fully recognizes the value of Yahoo! on a standalone basis and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing. Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.
Very truly yours,
Jerry Yang
Chief Executive Officer
Roy Bostock
Chairman of the Board
Sunnyvale, Calif., April 7, 2008 – The Board of Directors of Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company, today sent the following letter to Steve Ballmer, Chief Executive Officer of Microsoft Corporation.
Dear Steve:
Our Board has reviewed your most recent letter with regard to the unsolicited proposal you made to acquire Yahoo! on January 31, 2008.
Our Board carefully considered your unsolicited proposal, unanimously concluded that it was not in the best interests of Yahoo! and our stockholders, and rejected it publicly on February 11, 2008. Our Board cited Yahoo!’s global brand, large worldwide audience, significant recent investments in advertising platforms and future growth prospects, free cash flow and earnings potential, as well as its substantial unconsolidated investments, as factors in its decision.
At the same time, we have continued to make clear 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.
Since disclosing our Board's position with respect to your proposal, we have presented our three-year financial and strategic plan to our stockholders, which supports our Board’s determination that your unsolicited proposal substantially undervalues Yahoo! Those meetings with our stockholders have also provided us an opportunity to hear their views.
We have continued to launch new products and to take actions which leverage our scale, technology, people and platforms as we execute on the strategy we publicly articulated.
Today, in fact, we are announcing AMP! from Yahoo!, a new advertising management platform designed to dramatically simplify the process of buying and selling ads online.
Finally, our Board has been actively and expeditiously exploring our strategic alternatives to maximize stockholder value, a process which is ongoing. All of these actions have been driven by our overarching commitment to maximize stockholder value.
Our Board's view of your proposal has not changed. We continue to believe that your proposal is not in the best interests of Yahoo! and our stockholders. Contrary to statements in your letter, stockholders representing a significant portion of our outstanding shares have indicated to us that your proposal substantially undervalues Yahoo!. Furthermore, as a result of the decrease in your own stock price, the value of your proposal today is significantly lower than it was when you made your initial proposal.
In contrast to your assertions about the effect of general economic conditions on our business, Yahoo!'s business forecasts are consistent with what we outlined in our last earnings call. As you know, we recently reaffirmed our Q1 and full year guidance, which is a testament to our ability to perform in line with our expectations despite the current economic environment. In addition, our three-year financial and strategic plan which we have made public demonstrates significant potential upside not previously communicated to the financial markets. This plan has received positive feedback from our stockholders, further strengthening the view that Yahoo! is worth well more as a standalone company than the value offered in your proposal, and would be even more valuable to Microsoft. Your own statements have made clear the strategic importance of Yahoo!'s substantial assets and capabilities to Microsoft.
We regret to say that your letter mischaracterizes the nature of our discussions with you. We have had constructive conversations together regarding a variety of topics, including integration and regulatory issues. Your comment that we have refused to enter into negotiations to conclude an agreement are particularly curious given we have already rejected your initial proposal, nominally $31 per share at the time, for substantially undervaluing Yahoo! and your suggestions in your letter and the media that you are considering lowering the value of your proposal. Moreover, Steve, you personally attended two of these meetings and could have advanced discussions in any way you saw fit.
As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow up to a recent meeting among our respective legal advisors we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.
We consider your threat to commence an unsolicited offer and proxy contest to displace our independent Board members to be counterproductive and inconsistent with your stated objective of a friendly transaction. We are confident that our stockholders understand that our independent Board is best positioned to objectively and knowledgably evaluate our Company's alternatives and to maximize value.
In conclusion, please allow us to restate our position, so there can be no confusion. We are open to all alternatives that maximize stockholder value. To be clear, this includes a transaction with Microsoft if it represents a price that fully recognizes the value of Yahoo! on a standalone basis and to Microsoft, is superior to our other alternatives, and provides certainty of value and certainty of closing. Lastly, we are steadfast in our commitment to choosing a path that maximizes stockholder value and we will not allow you or anyone else to acquire the company for anything less than its full value.
Very truly yours,
Jerry Yang
Chief Executive Officer
Roy Bostock
Chairman of the Board
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