<![CDATA[Gawker: valleywag, mergers]]> http://tags.gawker.com/assets/base/img/thumbs140x140/gawker.com.png <![CDATA[Gawker: valleywag, mergers]]> http://gawker.com/tag/valleywag/mergers http://gawker.com/tag/valleywag/mergers <![CDATA[Google Princess Opens Up to Vogue on Her Fairy Tale Wedding]]> It looks like we weren't the only ones covering Marissa Mayers' wedding yesterday: Google's cyborg polar fairy tried to give Vogue the exclusive on her hugely extravagant San Francisco nuptials, which were even more grandiose than we'd been told.

The Google vice president's three-day wedding was anchored at the San Francisco Four Seasons, where she lives, and involved command performances by the rock band The Killers and renowned chef Jean-Georges Vongerichten, as we reported yesterday. Vogue, eagerly fed event details by fashion-obsessed Mayer, adds the detail that the actual ceremony took place on Treasure Island in the San Francisco Bay, and was followed by a custom fireworks display.

Vongerichten prepared lobster and beef tenderloin, Vogue adds, followed by cake from New York baker Ron Ben-Israel, making the wedding feast something of a shut out for all those Michelin-starred local chefs. As for the clothes:


  • Wedding dress by Naeem Khan, who did Michelle Obama's first state dinner dress and has outfitted Jennifer Lopez and Beyoncé for events. Vogue said the dress included "a bodice crocheted and embroidered in snowflake lace" and was paired with "a floor-length bridal coat."
  • Veil by Carolina Herrera.
  • Shoes: Mary Jane by Stuart Wietzman "with a blue crystal design on the instep."
  • Groom Zach Bogue wore a Broni tux and a "somewhat funky" shirt from Etro.
  • Bridesmaids were in jewel-tone dresses from Reem Acra.'
  • Mayer's ivory "going-away number" was based on something Jackie Kennedy wore when touring India.

So just your typical three-day wedding with fireworks, The Killers, Jean-George catering and a spread in Vogue. The pictures, we'd wager, will be forthcoming in Vogue's print edition. But someone must have some casual snaps in the meantime, not to mention more information about that singing toast from Google exec Craig Silverstein. Data to ryan@valleywag.com.



(Pic: Mayer, by Niall Kennedy)
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<![CDATA[Is There a Coporate Suicide Plot Behind AOL Spinoff?]]> The image associated with this post is best viewed using a browser.The surrender of AOL was a humiliating enough denouement for Time Warner, the old-line media conglomerate once imagined invincible. But there's talk it could get worse. What if Time Warner ceased to exist as an independent concern?

The Wall Street Journal's Matthew Karnitschnig imagines the company, including the still-proud journalists at Time Inc., as the pet of Rupert Murdoch, or perhaps of some dreary cable television provider like Comcast or DirecTV.

Maybe. As troubled as the AOL division was, it at least hypothetically had growth potential Time Warner's remaining divisions don't offer. But it's safe to say Time Warner CEO Jeff Bewkes (pictured) isn't going to sell to Murdoch without some ironclad protection against getting shanked by Murdoch's MySpace CEO Jon Miller, who Bewkes has repeatedly screwed over.

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<![CDATA[Liberty Media ready to pay $1.42 billion for AOL dialup business]]> Liberty Media CEO John Malone told the Financial Times his company is ready to swap its $1.42 billion stake in Time Warner in order to acquire AOL's dialup business. There's just one holdup. "Time Warner still needs to divide the business," Malone complained to the FT. Though it's been more than two years since Time Warner decided to turn AOL into an online advertising concern and abandon the Internet service provider business, AOL won't be completely split until early 2009. Malone isn't the only exec impatient for Time Warner's book keepers to hurry it up. AOL CEO Randy Falco was overheard last week griping: "When is New York going to sell us?"

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<![CDATA[Still on its cashback kick, Microsoft buys comparison-shopping site]]> Microsoft will acquire Greenfield Online, which operates European comparison shopping site Ciao.com, for $17.50 per share or $486 million. Ciao works by directing shoppers to some 2,200 merchants, who then pay Ciao when those shoppers buy goods. ComScore says Ciao sees 26.5 million visitors a month. Last quarter, Greenfield reported revenues of $36 million and $2.1 million in profit. Following its strategy to split search marketing revenues with Web searchers, Microsoft says it eventually plans to share with them some of the money Ciao's merchants pay.

Newspapers have stuffed their Sunday editions full of coupons for as long as we can remember, so there must be some money in being the middleman who passes on word of discounts and deals. The difference is that coupons are simple. They are delivered to you and then you just cut them out and hand them to the cashier when you buy your milk. Microsoft's cashback plan has a higher barrier to entry. We're skeptical as to how many searchers will take the time to give Microsoft access to their bank accounts in order to earn a couple pennies back on the book they just bought from Amazon.com.

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<![CDATA[Omnicom raids frigid market for online-advertising leftovers]]> The International Monetary Fund says the mortgage mess is "the biggest financial crisis in the United States since the Great Depression," which means one thing for John Wren, CEO of ad-holding giant Omnicom: acquisition prices for companies in the advertising industry are low, and it's time to get shopping. Wren told analysts on earnings call yesteday that Omnicom will get more active with is wallet “perhaps now, as the economy worsens." Last December, Wren promised Omnicom would, like rivals Publicis Groupe and WPP Group already had, go on something of an acquisition spree in the interactive space. Didn't happen, Wren said, because Publicis and WPP "aggressively paid, in our opinion, uneconomic prices." Unfortunately for Wren, that means that the only companies left are the ones not worth overpaying for.

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<![CDATA[AOL dealmakers meeting with Microsoft, taking calls from Yahoo]]> An AOL team of negotiators is in Seattle right now, trying to sell the business to Microsoft for a price somewhere between $10 billion and $15 billion. An AOL source told Silicon Alley Insider the probability that a deal gets done on this trip is "low/medium." Perhaps in an effort to speed the proceedings and ignite a bidding war, another source told Reuters that AOL-Yahoo merger negotiations — on since April — "have taken on new urgency." If such a bidding war goes down, bet that AOL goes to Microsoft, which has more cash than Yahoo. More importantly, CEO Steve Ballmer will refuse to get left at the altar by Yahoo CEO Jerry Yang again.

Aside from keeping it out of Yahoo's hands, we remain confused as to why Microsoft would want AOL. Yes, Time Warner's online division has an impressive advertising reach across the Internet, thanks to its Advertising.com network. But it doesn't actually own most of the websites which carry the ads it sells. And of those it does own, how much of their traffic is from people who haven't figured out how to change their homepage? (Photo by AP/Paul Sakuma)

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<![CDATA[The five weeks Yahoo wants us all to forget ever happened]]> In a presentation filed with SEC earlier this week, Yahoo's board tried to convince Yahoo shareholders that "the record casts doubt on whether Microsoft was ever committed to a whole company acquisition." But Yahoo shareholders don't buy it. You shouldn't either. Why? Remember the five weeks between when Microsoft made is offer public on February 1 and March 10, when Yahoo execs finally agreed to meet. One major shareholder tells us:

When you look back at this fiasco, the critical error on Yahoo's part was doing nothing for 5 weeks after the initial offer. They thought they could play hard to get. We've gotten a round-trip back to $19.

Yahoo wants to play it now like Microsoft was the one that rejected the deal, but even when Yahoo execs finally did meet with Microsoft on March 10, they refused to discuss how much they actually would sell the company for. Yahoo used antitrust concerns — the one's they've ignored doing a deal with Google — as excuse for why they couldn't talk price. Even an April 15 meeting at Bill Gates's father's law firm in Portland went without Yang saying how much it would take. Microsoft's top lawyer Brad Smith called it "one of the strangest meetings that we've ever had." Finally, on May 2, Yahoo's board came up with a number: $37 per share. But by then, four months after Microsoft made its offer public, Ballmer had already decided he didn't want the deal. In fact, reports the Wall Street Journal, Ballmer made his decision in the middle of March — after about 5 weeks of Yahoo silence.

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<![CDATA[Microsoft looking for a third to get in on the Yahoo action]]> Microsoft's latest plan: acquire Yahoo's search business and convince either Time Warner or News Corp to snatch up the rest. Microsoft CEO Steve Ballmer and Yahoo board chairman Roy Bostock had a meeting scheduled Monday to discuss the plans, but Ballmer called it off at the last minute, reports the Wall Street Journal. Yahoo sources took the cancellation to mean Ballmer couldn't persuade News Corp's chairman Rupert Murdoch or Time Warner CEO Jeff Bewkes to do the deal. They're probably right about Bewkes. Word has it he's hoping Yahoo will buy Time Warner's AOL, not the other way around. As for Murdoch, he's been willing to hand over MySpace for Yahoo stock since at least last year, but perhaps like us, he's wondering why anyone would make a move for Yahoo shares right now, when they don't seem to be going anywhere but down. (Photo by xamad)

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<![CDATA[The New York Times sells Digg to Google]]> We've heard Google's Marissa Mayer is pushing hard for the company to acquire Digg. Without mentioning the social news site once, a Google News takedown in the New York Times neatly makes her case. Noting that it took Google News an hour longer than everyone else to report Tim Russert's death, the Times reports that Google News's traffic growth has been equally as sluggish:

With 11.4 million users in May, Google News ranked No. 8 among news sites, far behind Yahoo News, which was No. 1 with 35.8 million visitors, according to Nielsen Online. Its growth rate of 10 percent over the last two years is far slower than those of most other large news Web sites. In the last two years, second-ranked MSNBC.com grew by 42 percent, adding 10.4 million users. Traffic at CNN.com and nytimes.com grew even faster.

The Times even ropes in a few professorial types to rip on the few changes to Google News. “I’ve actually been surprised at how little it has evolved, at least on the surface,” said one. “I’m guessing that Google isn’t so sure what to do with it.”

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<![CDATA[EA won't take no for an answer]]> Electronic Arts once again extended its $2 billion offer to buy Take-Two, the makers of Grand Theft Auto. Once again, Take-Two said no. "Their proposal still significantly undervalues Take-Two," said chairman Strauss Zelnick in a statement. [Reuters]

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<![CDATA[Ad network Glam Media turns down $1.3 billion buyout]]> GlamMedia.jpgA source close to Glam Media — the ad network that rounds up websites for women and then resells their ad inventory at higher prices to advertisers targeting the demographic — told VentureBeat the company has turned down a $1.3 billion acquisition offer. Glam turned down the offer because it expects a "bigger opportunity" down the road — perhaps an IPO. One of Glam's own partners tells us it'd be "crazy of them if they did." And likewise, we've never taken much stock in Glam's business model. (Disclosure: Our parent company, Gawker Media, owns Jezebel, which competes with some sites in Glam's network.)

Publishers rarely stick with ad networks when they reach a certain size, and Glam has a reputation for signing up new sites with expensive guarantees. (A Glam spokesperson claims it's not seeing sites leave after the guarantees expire.) Ultimately, though, Glam's sites have two fates: Either they never get large enough to matter, or they grow too big for Glam to justify its cut of sales. At that point, they'll likely leave or get bought outright by Glam — a considerable future liability for shareholders.

None of this means Glam won't sell. Glam CEO Samir Arora sold a majority stake in his startup NetObjects to IBM in 1997. Four years later, IBM sold the company off in parts for a pittance. Glam backer Tim Draper of Draper Fisher Jurvetson profitably sold similar lemons — Hotmail to Microsoft, and Skype to eBay. We doubt Glam's viability. We don't doubt Glam's backers ability to sell the company. To suckers.

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<![CDATA[Jerry Yang practices his proxy-fight politics]]> Yahoo CEO Jerry Yang and Microsoft CEO Steve Ballmer played golf over the weekend, but neither were able to put the ball in the cup, so to speak. The way Yang put it in his answers to Walt Mossberg's questions at the D6 conference yesterday, a merger between the companies now seems as unlikely as it did the day Ballmer first walked away from negotiating table. "Microsoft is no longer interested in buying the company," Yang said. This news will not please Yahoo shareholders Carl Icahn and his allies, who control at least 29 percent of the company, favor a merger, and have started a proxy fight for control of the company's board. In the above clip, watch how Yang intends to deliver the bad news and fight for his job.

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<![CDATA[Report on Microsoft-Yahoo: "Something will definitely happen soon"]]> BusinessWeekTopStory.jpgBusinessWeek's Gene Marcial got his Microsoft and Yahoo sources to talk, but they didn't say very much. "Something will definitely happen soon," Marcial quotes "one of the people involved in solving Yahoo's conundrum." Marcial writes that sources say Microsoft still wants to buy Yahoo outright, although its also considering purchasing just Yahoo's search business. More sources say that if a Microsoft-Yahoo full buyout doesn't happen, Yahoo will outsource search to Google. That deal could be exclusive or it could be non-exclusive, sources tell him. In short, Marcial and BusinessWeek report nothing new. But don't let that stop BusinessWeek from featuring an air-brushed image of the silver fox in his pinstriped suit and silver tie on its home page. No, really. Don't let it. Rowr.

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<![CDATA[The CBS-CNET merger negotiation timeline]]> How'd the CBS-CNET merger go down? Without much involvement from CBS Interactive head Quincy Smith, it turns out. Most of the negotiations with CNET CEO Neil Ashe went through Fredric Reynolds, Executive Vice President and Chief Financial Officer of CBS. Occaisionally, CBS CEO Leslie Moonves stepped in to move things along. That and more surprises in our timeline of the deal, below.

  • Early April 2007: CBS management visited CNET's offices in San Francisco, met with members of CNET's management team, including Neil Ashe, Chief Executive Officer of CNET. No specific proposals resulted.
  • December 2007: Mr. Moonves contacted Jarl Mohn, Chairman of the CNET Board.
  • January 2008: Mr. Moonves contacted Mr. Ashe.
  • January 30: the CBS Board reviewed CNET.On March 18, 2008, Moonves and Reynolds visited CNET in San Francisco.
  • March 31: the CBS Board authorized CBS' management to pursue a business combination transaction with CNET.
  • April 2: Reynolds called Ashe. Ashe indicated that the CNET Board might consider a proposal if properly valued. CBS was willing to consider an all-cash transaction at a 40% premium.
  • April 9: Mr. Ashe called Mr. Reynolds. The CNET Board considered the CBS price indication to be too low. Reynolds reiterated that CBS' price indication did not reflect any value that might be uncovered in due diligence.
  • April 24: Moonves contacted Mr. Ashe to continue discussions.
  • May 1: Mr. Reynolds called Mr. Ashe reiterated a price of $10.50 per share and informed Mr. Ashe that CBS had acquired Shares.
  • May 2: Mr. Ashe reiterated that CBS' proposed price did not reflect the value of CNET's agreement with Yahoo! Inc. and certain cost cutting efforts. Morgan Stanley called Reynolds and encouraged CBS to present terms in writing.
  • May 5: CBS delivered a letter, which specified the terms at $10.75 per Share a 42% premium. Morgan Stanley called Reynolds and noted that CBS' price indication was too low.
  • May 7: CBS and CNET entered into a confidentiality agreement allowing CBS to conduct a review of CNET.
  • May 8: CBS' legal counsel commenced review of non-public information regarding CNET.
  • May 10: Reynolds informed Morgan Stanley CBS was to increase to $11.25 per Share. Morgan Stanleyindicated that CBS would need to increase the purchase price.
  • May 11: Mr. Reynolds indicated to the Morgan Stanley representative that CBS was willing to increase its proposed price to $11.50 per Share.
  • May 12: Mr. Reynolds noted that CBS' proposed price of $11.50 per Share was CBS' best and final price, but that CBS could agree to a reduced termination fee.
  • On May 14 and into the following early morning, CBS and CNET completed final negotiations.
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<![CDATA[Report: Bill Gates personally quashed Microsoft-Yahoo merger]]> Bill_Gates_Profile.jpgWhy didn't Microsoft CEO Steve Ballmer follow through on his threat to take his $33 per share offer for Yahoo to its shareholders? Because Microsoft chairman Bill Gates tapped the brakes, reports Kara Swisher. "Numerous sources" say Gates didn't want a Yahoo merger as a way to solve Microsoft's online problems, but figured as CEO of the company, Ballmer should have free rein.

But after Yahoo cofounders Jerry Yang and David Filo showed it would take a messy proxy fight to push a merger through at Microsoft's price, Gates lost patience and quashed the whole enterprise, reminding Ballmer that Microsoft really just wanted Yahoo's search business. Now Yang and company — under pressure from activist shareholders — crave a full merger and believe it to be a "a strategic imperative for Microsoft," according to one source who also observes: "I think sometimes that their execs must be smoking something."

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<![CDATA[Cowed by shareholders, Yahoo's board now pushing for full merger]]> Like the rest of us, Yahoo's negotiators don't understand what Microsoft CEO Steve Ballmer means when he says Microsoft wants to acquire just Yahoo's search business. Board members, fearing corporate raider Carl Icahn and his friends, would now prefer a full merger. Microsoft would be down with such a deal, except CEO Ballmer and company worry Yahoo cofounder Yang and Filo still won't accept a bid for less than $37 a share. We don't buy this excuse, if only because we've heard Yang and Filo don't have much say over negotiations anymore. Not after the high-fives.

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<![CDATA[Larry Page: Microsoft's "history of doing bad stuff" makes Yahoo merger risky]]> Taking questions after a speech before the New America Foundation, Google cofounder Larry Page told the crowd the reason Microsoft and Yahoo shouldn't merge is that it would give Microsoft too much control over email and instant messaging. "90 percent of the communications all in one company, I think that's a really big risk." We totally agree! So when will Google open its search results pages to third-party advertisements?

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<![CDATA[Yahoo execs tepid on Microsoft plan to split up the company]]> BrokenEgg.jpgYahoo execs got a good look at Microsoft's latest plan — Microsoft has proposed acquiring Yahoo's search operations, buying a minority stake in the rest of the business, and selling off Yahoo's Asian assets — and these executives responded "lukewarmly," reports the Wall Street Journal. Need an aside to clarify the motives for each party in this drama? Here goes.

[In stage whisper] Corporate raider Carl Icahn wants Yahoo to sell out to Microsoft, but Microsoft only wants to buy part of the company and Yahoo executives want to outsource search advertising to Google — probably so Yahoo engineers can get a look under the hood at the engine powering the bus that's running the company over. Valleywag wants more egg-throwers. (Photo by dfinnecy)

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<![CDATA[Icahn hates Microsoft-Yahoo nonmerger]]> CarlIcahn.jpgCorporate raider Carl Icahn, who has purchased 4.3 percent of Yahoo and proposed a new slate of directors for its board, hates Microsoft's latest plan to purchase Yahoo's search marketing business or otherwise partner with Yahoo to gain control of it. "Microsoft is trying to get the milk without buying the cow, and if you look at Icahn's history, he has never been used that way," one of Icahn's secret stooges told CNBC. "He does not want to see Yahoo pushed into some joint venture with Microsoft and is not going to be used to push Yahoo into it." Icahn and like-minded shareholders favoring a Microsoft-Yahoo merger control at least 29 percent of Yahoo. They do not, however, control Microsoft.

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<![CDATA[Report: Microsoft wants to buy Yahoo's search business]]> Over the weekend, Microsoft said it "raised with Yahoo an alternative that would involve a transaction with Yahoo but not an acquisition of all of Yahoo." Sources told Kara Swisher that the alternative deal is an acquisition or partnership to give Microsoft control over Yahoo's search marketing business. Yahoo would keep everything else — notably its display advertising business — and Microsoft would control 30 percent of the search market. Perhaps more importantly to Microsoft, it would prevent Google from controlling more than 80 percent of the market with its own Yahoo deal. In its statement, copied below, Microsoft said it reserves the right to change its mind about the deal. We are utterly unsurprised.

In light of developments since the withdrawal of the Microsoft proposal to acquire Yahoo! Inc., Microsoft announced that it is continuing to explore and pursue its alternatives to improve and expand its online services and advertising business. Microsoft is considering and has raised with Yahoo! an alternative that would involve a transaction with Yahoo! but not an acquisition of all of Yahoo! Microsoft is not proposing to make a new bid to acquire all of Yahoo! at this time, but reserves the right to reconsider that alternative depending on future developments and discussions that may take place with Yahoo! or discussions with shareholders of Yahoo! or Microsoft or with other third parties. There of course can be no assurance that any transaction will result from these discussions.
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