jhv1blz5 wrote: The article validated SOA as an IT architecture paradigm that can be leveraged in many ways. Taking data storage, scalability and application performance to a nifty level using SOA Application Grid infrastructure will no doubt enhance data and application performance on Oracle architecture platforms, it also has the promise of a cost effective and efficient IT delivery model. The very benefits of SOA.
In case you’ve been held incommunicado for the last few
days, Yahoo’s twice-delayed stockholders meeting, which it pushed off until the
end of July after legendary corporate raider Carl Icahn threatened a proxy
fight for control of the board, is now scheduled for Friday, August 1. If
things get that far, it promises to be highly entertaining.
Fortified by court disclosures Monday of Yahoo “sabotaging”
negotiations and running Microsoft off, Icahn maintains that the only way to
“salvage” Yahoo is to sell it to Microsoft and the only way Microsoft is ever
going to come back to the table is to dump the Yahoo board, starting with CEO
Jerry Yang, who he wants fired. No, make that FIRED.
Carl told CNBC he’s got “good odds” in the proxy battle.
But Reuters says it’s heard from “a person familiar with the
matter” that Yahoo and Microsoft are trying to come to terms on that rumored
deal for Microsoft to buy Yahoo’s search business and that discussions could
wrap up “in the next week or so” – which would seriously upset Carl, who wants
Microsoft to buy the whole enchilada.
Ah, but ever since Microsoft couldn’t cut a sweetened deal
for $33 a share on May 3, it’s apparently turned prickly and standoffish,
saying it’s no longer interested in acquiring Yahoo while still keeping the
option open.
For Yahoo’s part president Sue Decker claimed Wednesday that
talks with Microsoft are still “ongoing” and “engaged.” Leading where she left
unclear. “There are many ways in which a combination with Microsoft could be
very beneficial,” she said. Yahoo is also still talking to Google.
Otherwise, we are supposed to understand that Yahoo is being
“completely rewired,” as she called it, on the sales side; that they’ve got new
ads deals with Walmart.com and CBS and others; and that they’re closing the gap
with Google though no independent numbers suggest that.
Carl, meanwhile, got a lot of scope to lash out at Yahoo
from those court disclosures Yahoo didn’t want to get out.
They stem from a suit against it brought by two Michigan pension funds
invested in the firm that repeated press reports that Yahoo rejected an
unpublicized Microsoft’s offer of 40 bucks a share in January of 2007, when
Yahoo’s stock was in the mid-20s like now.
That makes the Yahoo board look like a bunch of Yang toadies
even if Terry Semel was running the joint back then. The company publicly
claims to be unaware of any $40 offer.
The suit seeks to get the company to drop its takeover
defenses and charges that Yang structured what is basically a “scorched earth”
severance plan that could have cost Microsoft $2.1 billion-$2.4 billion –
depending on whether it paid $31 or $33 – and, in the end, would have left it
without much in the way of Yahoo staff since all 14,000 Yahoo folks were
incentivized to quit and claim severance benefits.
They just had to be reassigned to a new job or have their
responsibilities “adversely altered” within two years of a Microsoft takeover
to qualify.
According to the court documents, Yang’s severance experts
advised against such a move and it looks like the president of Compensia, the
outside consultants Yahoo hired, called the plan “nuts.”
Yahoo however says the remark is out of context – due to
redactions – and actually refers to a Yahoo cost estimate that assumed its
entire workforce would leave if Microsoft bought the place. Elsewhere the
Compensia guy testifies that Yahoo management figured 15% would leave.
Yang, meanwhile, has been discovered to have had a press
release drafted rejecting a Microsoft offer four months before Microsoft’s
unsolicited $31 offer.
It also turns out that the day before Microsoft made its $31
a share offer public on February 1 Yahoo management rejected the idea of
outsourcing search advertising to Google for fear Google would become a
monopoly. Its reservations didn’t last long given the subsequent
Microsoft-distancing Yahoo-Google test and posturing.
As Yahoo feared Carl has been using these revelations to
call for Yang’s head on a platter. He wants him out as CEO.
“It’s no longer a mystery to me,” he told the Wall Street
Journal Tuesday, “why Microsoft’s offer isn’t around. How can Yahoo keep saying
they’re willing to negotiate and sell the company on the one hand, while at the
same time they’re completely sabotaging the process without telling anyone.”
He said he was “amazed at the lengths that Jerry Yang and
the board went to entrench themselves in this situation.”
Icahn however didn’t really hit his rhetorical stride until
Wednesday when he sent an open letter to Yahoo chairman Roy Bostock demanding
that the severance plan be scrapped.
“Until now,” he (or his ghost writer) wrote of the plan, “I
naively believed that self-destructive doomsday machines were fictional devices
found only in James Bond movies. I never believed that anyone would actually
create and activate one in real life. I guess I never knew about Yang and the
Yahoo board.”
He holds the plan responsible for Microsoft dropping its bid
for Yahoo. “It is insulting to shareholders that Yahoo for the last month has
told us that they are quite willing to negotiate a sale of the company to
Microsoft and cannot understand why Microsoft has walked away. However, the
board conveniently neglected to inform shareholders about the magnitude of the
plan it installed which made it practically impossible for Microsoft to stay at
the bargaining table. Could this have been the problem?”
Dismantling the “poison pill” plan is the way to a higher
price, he claims. “One doesn’t have to be a rocket scientist to realize there
is a simple method to possibly achieve a higher price. Simply rescind the
poison pill ‘severance plan,’ which would free up approximately $2.4 billion
and possibly even more which could be added to the bid.”
But Yang and his board would still have to go because
they’ve lost Microsoft’s trust.
According to Icahn, “Even if by some stretch of the
imagination the Yahoo board finally determines to do the rational thing and
sell the company, I fear that, in light of Yang and the board’s recent actions
in response to Microsoft’s overtures, it may be too late to convince Microsoft
to trust Yang and the current board to run the company during that period while
Microsoft sits on the sidelines with $45 billion at risk. Therefore, the best
chance to bring Microsoft and Yahoo together is to replace Yang and the current
Yahoo board with a board that will negotiate in good faith with Microsoft and
in whom Microsoft will have trust to operate the company during the long period
between signing and closing.
You stated in a press release yesterday that, ‘Yahoo’s board
of directors including Jerry Yang has been crystal clear that it would consider
any proposal by Microsoft that was in the best interests of its shareholders.’
However this is not crystal clear to me. You have allegedly turned down a $40
offer. You have turned down and sabotaged a $33 offer. Instead, you appear
willing to negotiate an ‘alternative’ deal that in my opinion will be worth
less than $33 but will entrench the board and Jerry Yang. I understand how
these actions are in the best interests of management and a board whose members
each receive $40,000 per month for several days work, but it is hard for me to
understand how these actions are in the ‘best interests of the shareholders.’”
Yahoo, in response, maintains that Microsoft walked strictly
over price. Microsoft offered $33 a month ago, Yang wanted $37. It says it’s
“patently untrue” that it reject $40 a share, protests that it’s “reached out
to Microsoft proactively” but Microsoft is no longer interested in a full
acquisition, and claims Carl’s letter “seriously manipulates the facts” and
incorrectly describes its “employee retention plan” as a “poison pill.”
Yahoo, by the way, which continues to claim in the face of
Icahn’s cynicism that it was always willing to negotiate any proposal from
Microsoft that was in the “best interests of its shareholders,” told the SEC
Tuesday it expects to spend $12 million trying to block a proxy upset.
Trying out one of his defenses in his letter back to Icahn,
Bostock remarks that “Your stated view that ‘the only way to salvage Yahoo in
the long run if not the short run is to merge with Microsoft’ demonstrates that
you have no other plan and causes one to wonder what exactly would happen to
our company if you and your nominees were to take control.”
According to what Yahoo told the SEC if five of Icahn’s boys
are elected, the top five executives at Yahoo are entitled to a
change-of-control severance package worth a total of $24.7 million.
Oh, yes, and the Federal Trade Commission has cleared Icahn
to buy up to $2.5 billion in Yahoo stock.
About Maureen O'Gara Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025.
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