Yahoo says Microsoft bid proving major distraction

SAN FRANCISCO Thu Feb 28, 2008 11:00am EST

A Yahoo! signs sits out front of their headquarters in Sunnyvale, California, February 1, 2008. Yahoo Inc has faced significant distraction from Microsoft Corp's unsolicited takeover bid, the company warned investors on Wednesday in its annual report filed with U.S. regulators. REUTERS/Kimberly White

A Yahoo! signs sits out front of their headquarters in Sunnyvale, California, February 1, 2008. Yahoo Inc has faced significant distraction from Microsoft Corp's unsolicited takeover bid, the company warned investors on Wednesday in its annual report filed with U.S. regulators.

Credit: Reuters/Kimberly White

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SAN FRANCISCO (Reuters) - Yahoo Inc (YHOO.O) has faced significant distraction from Microsoft Corp's (MSFT.O) unsolicited takeover bid, the company warned investors on Wednesday in its annual report filed with U.S. regulators.

The Silicon Valley Web pioneer said in its annual report to the U.S. Securities and Exchange Commission that Microsoft's cash-and-stock deal, now valued at $41.6 billion, may continue to prove a distraction for the company and its management.

Earlier this month, Yahoo's board of directors rebuffed Microsoft's offer. Microsoft has responded by saying its offer is "full and fair" and has raised the prospect of a campaign to elect a rival slate of directors that would back its offer.

"The review and consideration of the Microsoft proposal (and any alternate proposals ...) have been, and may continue to be, a significant distraction for our management and employees," the company said in its report to the SEC.

Consideration of these proposals "have required, and may continue to require, the expenditure of significant time and resources by us," the company said in the annual report.

Yahoo also said in the filing that it faces seven shareholder lawsuits over its handling of Microsoft's buyout proposal.

Four of the lawsuits were filed in California state court and three were filed in Delaware Chancery Court, it said.

"We do not believe, based on current knowledge, that any of the foregoing legal proceedings or claims are likely to have a material adverse effect on our financial position," Yahoo said.

Yahoo has rebuffed Microsoft's offer, which represented a 62 percent premium of its share price when it was announced on February 1, saying it significantly undervalued the company's audience, advertising platform and investment holdings.

On top of the normal risks of running an Internet business and the threat of economic weakness to its advertising supported business, Yahoo called the Microsoft bid a "significant distraction" for management and employees.

The company said Microsoft's bid had the potential to unnerve business and advertising partners and to make it difficult to retain or hire talent.

(Reporting by Eric Auchard in San Francisco and Michele Gershberg in New York; Editing by Toni Reinhold; Editing by Andre Grenon)

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