Meanwhile, as Yahoo Chairman Jerry Yang and the company’s board fend off the potential flood of lawsuits over rejecting Microslob’s final $33/share offer, they say Steve Ballmer wasn’t serious about the offer because it wasn’t in writing.
While they differed on some details, the people agreed Redmond, Wash.-based Microsoft didn't spell out the $47.5 billion offer in writing. Instead, it was orally presented by both Ballmer and Brad Smith, the software maker's general counsel.
In contrast, Microsoft's initial bid of $44.6 billion, or $31 per share, was sent to Yahoo’s board in a Jan. 31 letter that contained specific financing terms.
Although raising a takeover bid orally isn't ideal, it's acceptable when two sides like Microsoft and Yahoo already have been engaged a lengthy dialogue, said Morton Pierce, a New York lawyer specializing in corporate acquisitions.
“You would always prefer to have (an offer) in writing to see if there are any conditions attached, but it’s not necessary when people have been negotiating in good faith,” Pierce said.
Other theories abound.
Some think that Ballmer attached conditions, or presented the offer in a way to make sure it was turned down, allowing him to escape a deal that the Street didn’t think was good for Microslob.
Meanwhile, it’s hard to argue with major Yahoo shareholder Eric Jackson that Yahoo CEO Jerry Yang and fellow Yahoo founder David Filo probably have too many emotional ties to the company to have conducted Yahoo’s side of negotiations by themselves.
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