TechSpin: Can a Hostile Bid Work?

by Joel Dreyfuss on 08 April 2008, 00:19

Categories: Computers - Internet - Finance
Topics: microsoft , yahoo , takeover , gates , ballmer , ozzie , EA , m&a , techspin , Yang , Take-Two , hostile , Dreyfuss

 

One well-worn myth of the high tech industry is that hostile takeovers don’t work because intellectual power can walk. The conceit behind that argument is that unfriendly acquisitions in other industry sectors are based more on brawn than brains. That is obviously not true in the financial sector, for example, which has seen its share of unhappy takeovers. And, in fact, tech has hardly been immune; just ask Larry Ellison of Oracle, whose overtures have not always been welcome by the companies he swallowed up.

Microsoft could soon test the hostile approach in its bid for Yahoo. Last Saturday, Microsoft CEO Steve Ballmer finally took off the velvet gloves and flexed his steel grip. In a letter to the Yahoo board giving them three weeks, he essentially said, “Ok guys, games are over. Let’s get down to business.” Yahoo’s Jerry Yang caved, sort of. We’re worth more money, he argued on Monday, after word spread that his efforts to find a white knight at Time-Warner and NewsCorp haven’t worked. It’s kinda like admitting you have a weak hand in the middle of the poker game. Microsoft originally offered $31 a share for Yahoo, a 62 percent premium over its trading price at the time of the offer in January.  Yahoo shares have moved up and down in response to Wall Street’s view on the odds of the deal going through. Putting the clamps on, Microsoft says it could lower its offer considering the state of the market and Yahoo’s problems.

There’s another big unwelcome offer on the table among tech players: No.1 game maker EA’s offer to buy Take-Two Interactive Software, maker of the best-selling Grand Theft Auto series. Take Two’s best defense has been the impending arrival of the latest version of GTA, a sure seller that should boost the company's share price. On the other hand, Yahoo new AMP product, which provides a centralized hub for its publishing partners, is promising but untested in its ability to pull Yahoo’s stock out of the doldrums (or close the widening gap in online advertising with Google).  Yet, another hostile deal that hasn’t gotten much attention is Sumitomo Heavy Industries’ bid for Massachusetts semiconductor equipment maker Axcelis Technologies. Axcelis turned down a sweetened offer of $615.6 million from the Japanese industrial giant last week.


Experts say the rash of hostile bids reflect depressed stock prices in the current climate of economic uncertainty. The NASDAQ composite index has lost nearly 11 percent since Jan. 1. In 2001, when tech stocks died, many tech companies rushed to implement “poison pills”that would discourage unwelcome bids. But the climate was so bad then that there were few unwelcome merger offers.

The trick to making a hostile bid work – in tech as any other sector – is keeping the key people and the shareholders satisfied. If Microsoft has done its homework, it has already identified all the important players at Yahoo who it wants to convince a takeover is not the end of the world. Ballmer and Gates can point to the number of millionaires they have created. They can wax about the combined strength of the two companies and Ray Ozzie, the chief technology officer, can spin a scenario of a combined Microsoft-Yahoo taking on Google’s “cloud computing” effort with the unmatched strength of Microsoft’s enterprise customer base. As for Yahoo’s shareholders, this is clearly the best deal they can expect; their stock would only sink if Microsoft abandoned its quest.

One big worry is culture. In a world where tech stars have a lot of options, money isn’t everything. How you feel about going to work, what the atmosphere is like, and whether you can bring your dog to work can count as much as stock options, especially since Microsoft stock that has been essentially flat for the last five years. Microsoft will have to convince Yahoo’s best engineers, designers and marketers that Redmond’s button-downed style will not stifle their creativity, especially with Google surely perusing that same list of key players. As far as we know, the food is still better at Google headquarters than at Microsoft’s Silicon Valley campus.