所以,楊致遠即將要下台了。

事情的演變告訴我們,就如同量子力學的測不準原理一般,世事發展不會盡如所料。但是,趨勢的脈絡卻是相去不遠的。

年初,當微軟提議併購 Yahoo! 的時候,我就說:

如果你問我,我覺得 Yahoo 是否應該答應?我會說,”the short answer is yes”。
你想問更詳細一點的話,我會說,”the long answer is a bit longer, but it’s still yes”

為什麼?因為不管用任何理由來看,我都看不出來 Yahoo! 有能力在短期內,讓股價爬的比微軟出價更高。既然如此,在高點出脫給微軟,不就是對股東最好的交代?當時,常有朋友問我對這案子的看法。我也鐵口直斷的說,「必定會成交」。我的理由是:

  1. 當時就看的出來,全球經濟局勢依天比一天壞。雅虎不趁這個價格賣,三五年內絕對沒這種好價格。
  2. 如果楊致遠不肯賣,鐵定會有嗜血的資本家跳出來逼宮賺取價差。(果不其然,後來 Icahn 加入戰局,大舉購入雅虎股票,並且威脅董事會就範)
  3. 如果楊致遠還是不願意妥協,那麼微軟極可能結合 (2) 中的資本家角色,來發動董事會投票戰,撤換董事會之後拉楊致遠下台。然後換一個聽話的 CEO,上台繼續併購案。 (Icahn 當初的聲明也很有這種味道)
  4. 即使楊致遠可以抵擋 (2) 和 (3) 的情勢,那麼由於 (1) 的關係,事後很可能會證明公司股價無法達到微軟出價的高點。那麼楊致遠自己的位子恐怕怎麼也坐不住了。

因此,總結各種因素,我怎麼看都認為微軟買 Yahoo 根本是已成定局的事情。甚至當初在 Icahn 開砲的時候我也說

如果說 Icahn 採取行動以前,沒有和微軟達成某種程度的協議的話,我是不相信的。

結果,人算不如天算。完全出乎我的意料之外,Yahoo 董事會和 Icahn 之間達成了共識,由 Icahn 方面佔取兩席董事。當然協議的內容外界無從得知,我們也無法了解到底 Yahoo 董事會給了 Icahn 些什麼檯面下的東西。總之我們知道,最後微軟的併購案被扔出窗外,宣告破局。

後來,隨著雷曼兄弟、AIG、美林等金融機構地雷接連爆發,舉世皆知的「金融海嘯」發生了。11/6,楊致遠對外公開說,他仍然認為 Yahoo 和微軟的結合「是最好的方案」。在金融市場的一般解讀,傳達出的訊息是「楊致遠放棄抵抗,決定還是放手了。」

就在今天,消息傳出,楊致遠即將交棒。Yahoo 目前正在尋找下任 CEO 的可能人選,物色到適當的人物之後,楊致遠即將下台一鞠躬。

楊致遠下臺的理由是什麼?是疲累倦怠?心灰意冷?還是被逼宮下台?我不知道。
但是我知道,在微軟和 Yahoo 購併案破局的那一刻開始,這個事情就不遠了。

[Update] 有人問我,楊致遠下臺是不是在「搬開石頭」讓微軟可以放手買?我覺得倒是很難說。理由是:

  1. 首先,微軟到目前為止,都還沒有再度公開說過他們有意購買雅虎。
  2. 其次,即使微軟仍然有意購買,現在估價的水準一定會比年初的時候低上許多。雅虎股價和年初相比已經不只是腰斬,如果微軟現在出價有當初的六折已經是很慷慨了。那麼,雅虎現在的董事會願意接受這麼低的出價嗎?尤其是幾個月前才拒絕這麼高的價格?
  3. 再其次,即使微軟有意購買、也有意思出高價,但是現在的環境恐怕不允許他們這樣做。微軟自己股價也跌了不少,各大銀行現在也都緊縮信用銀根。要一口氣買雅虎這麼大的公司是不可能不融資的。但是現在的信用環境和銀行氣氛,對這種大規模融資案並不那麼歡迎。簡單的說,就是微軟的融資成本會比年初高上許多。因此即使微軟有意出價,恐怕也是有心無力,不一定吃的下來。

但是話又說回來了,人算總是不如天算。讓我們慢慢靜看事態發展吧。

Yahoo 正式回應 Icahn 的公開信

好戲果然就應該連播不停…

昨晚 Icahn 發表公開信,表明要發動 proxy battle 撤換 Yahoo 董事會以後,不到 12 小時,Yahoo 董事長 Roy Bostock 也發了正式的回應。

因為 Icahn 擺明他的目標就是要讓 Yahoo 重回談判桌跟微軟協商,Roy Bostock 在信中也指出,

「請容我提醒你,『現在』並沒有微軟、或是其他公司提出的購併提案。」

「你準備強迫 Yahoo 賣給一個前求婚者,而這家公司已經公開宣稱他們『繼續前行』。我們並不相信這符合 Yahoo 股東的利益。」

信中除了辯解和微軟協商的過程,表示雅虎並沒有一開始就拒人於千里之外以外,也不忘記強調,

「Yahoo 目前的十人董事會,包括 CEO 楊致遠,仍然是最能夠讓 Yahoo 股東權益最佳化的團隊。」

Bostock 為董事會的決策辯護是可以理解的。至於賣給微軟是對還是錯?這種問題當然沒有答案。Icahn 當然可以藉著逼使雅虎賣給微軟大賺一票,但是對楊致遠和 David Filo 來說則是情何以堪。但是,感情和面子是不能夠在資本市場上說服投資人的。雅虎過去四年的股價曲線實在不好,現在的董事會要怎麼讓投資人相信,雅虎可以憑藉一己之力力挽狂瀾,這才是當務之急的重點。

好戲連篇。我們就等著看這段,彷如 Oracle 和 BEA Systems 重演的戲碼吧。

[註] Bostock 公開回應的全文可以在這邊看到。我照引如下。

May 15, 2008
Dear Mr. Icahn:

We are in receipt of your letter with regard to your intention to seek control of Yahoo!’s board of directors.

Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders.

Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. Please may I remind you that there is currently no acquisition offer on the table from that company or any other party. That said, we have been crystal clear in our stance that we have been and remain willing to consider any proposal from any party including Microsoft if it offers our stockholders full and certain value.

From the beginning of the process with Microsoft, Yahoo!’s independent directors focused on one central goal: how best to maximize stockholder value. At all times directing this process, Yahoo!’s independent directors carefully considered Microsoft’s initial unsolicited proposal, which was at the time valued at $31 per share. After considering input from its financial advisers the board unanimously concluded that Microsoft’s proposal significantly undervalued Yahoo! and was, therefore, not in the best interests of the company or our stockholders. While we rejected this offer publicly on February 11, 2008, we could not have been more clear in that communication and in every subsequent communication, both public and private, that we were and are willing to enter into any transaction that would maximize value for stockholders and provide them certainty of value.

The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Following receipt of Microsoft’s proposal on January 31, our board of directors has met over twenty times to review Microsoft’s proposal and Yahoo!’s other strategic alternatives. Throughout this process our board kept an open mind and an open ear. Our independent directors met with several of our largest stockholders to solicit their views and to make it clear that Yahoo!’s independent board is fully committed to maximizing stockholder value. In addition, at the direction of our board, our management team met with many of our investors to provide insight into Yahoo!’s strategy and views on value.

Our board’s openness also extended to Microsoft. Without reciting all of the contacts between us and between our advisers, the senior-most management of Yahoo! and Microsoft and the companies’ respective financial advisers spoke on numerous occasions and met in person seven times. During those meetings, Yahoo! discussed its strategic objectives in search and display advertising monetization, its perspectives on operating strategy and integration in a transaction with Microsoft, its perspectives on transaction synergies, and other non-price deal terms. Because certainty of closing is a critical issue, we sought to understand Microsoft’s thinking with regard to the regulatory issues associated with a potential transaction. In fact, at the board’s direction, our lawyers on March 28 asked for additional information in this regard, information which was never forthcoming.

On April 15th, a meeting was held at Yahoo!’s request. At that meeting, which included our respective financial advisors, we made clear, once again, that we were open to a transaction with Microsoft. During those discussions, Yahoo! made a detailed presentation of its strategic and financial plan, its thoughts on integration and its view with respect to the potential synergies that could be achieved in a transaction, essentially laying the foundation for Microsoft to understand–and respond to–our board’s conclusion that Microsoft’s offer substantially undervalued the company. Following that meeting we also provided to Microsoft a list of key non-price deal terms that our board believed were critical items to be addressed in a deal to provide reasonable protections for our stockholders.

Throughout this period, Microsoft continued to state that it would not raise its offer, and even suggested that it could lower it.

Despite this failure by Microsoft to respond in any substantive way to any of Yahoo!’s requests, on May 2nd, the same day we first learned of Microsoft’s apparent willingness to increase its proposal to $33 (although this oral “offer” was never delivered in writing and did not include details of a cash/stock mix), our board determined to continue discussions, instructing Jerry Yang to indicate to Microsoft that we would be prepared to enter into a transaction that valued Yahoo! at $37 per share and that provided reasonable certainty of value and certainty of closing. This was communicated to Microsoft in-person at a meeting in Seattle on May 3rd. With Microsoft’s offer at $33 and Yahoo!’s counter-proposal at $37, Microsoft elected, within hours, to walk away from the negotiating table and informed us that they were “moving on,” having never engaged further on price or any of the key non-price deal terms.

In short, Yahoo!’s board was at every point in this process prepared to enter into a transaction with Microsoft that would maximize stockholder value–and included certainty of value and closing. What Yahoo!’s independent board refused to do was to allow control of this company to be acquired for less than its full value.

That brings us to today. Our business is performing well as evidenced by our first quarter results. As we have publicly stated, our board continues to actively and expeditiously explore strategic alternatives to maximize stockholder value. None of the alternatives we are considering would preclude us from entering into a transaction with Microsoft or any other party.

We continue to believe that Yahoo!’s current board has the independence, the knowledge, and the commitment to navigate the Company through the rapidly changing Internet environment and to deliver value for Yahoo! and its stockholders.

We look forward to a productive dialogue.

Very truly yours,

Roy Bostock

Chairman of the Board

鉅子 Carl Icahn 對 Yahoo 董事會開砲了

雖然最近忙到翻掉,但是看到這麼戲劇性的東西,還是要寫一下當紀念的 :p

就在 Steve Ballmer 說微軟決定撤回對 Yahoo 的併購案之後,今晚 Carl Icahn 對 Yahoo 董事會開砲了,發表了一封公開信。這位老兄好怒啊。他形容雅虎董事會

「躲在管理階層過度樂觀的財務預測後面,十分不負責任。」

他也說,

「微軟的提案十分慷慨,對雅虎的估價比公開求婚的前一天還要高出 72%。拒絕這個提議顯然是非常不理智的。」

實力雄厚的 Carl Icahn,除了開罵以外,也擺明他不是只有一張嘴而已。公開信中聲稱,他已經花了十三億美金買了雅虎五千九百萬股 (大約佔雅虎 4% 股權)。而且他正在向美國聯邦交易委員會提出申請,希望得到反托拉斯的許可,以便買下價值二十五億美金的雅虎股權 (大約 8% 左右)。

Icahn 表示不只贊成微軟的購併案,而且也打算提案撤換雅虎的董事會 – 他已經公開提了一個十人名單,希望能夠在七月三號的雅虎股東年會上面,取得多數董事席位。十人都是赫赫有名,除了他自己以外,還包括:

  • 網路創業傳奇人物 Mark Cuban
  • Viacom 創辦人 Frank Biondi Jr.
  • New Line Cenima 的 CEO Robert Shaye
  • 創投家 Adam Dell。啥?你不認識他?那你至少該認得他哥哥 Michael Dell 吧?

Carl Icahn 這些舉動的背後,和微軟的 Steve Ballmer 有沒有什麼默契或是私下的合作,是很耐人尋味的。不過這是楊致遠和雅虎董事會要擔心的事情了。我們只要負責看連續劇看不到的好戲就好了啊! XD

話說回來,楊致遠接任 CEO 以後,風波總是不斷。他能夠有時間精力來做好公司重整的工作嗎?我很懷疑。光是應付微軟大巨獸想必就已經筋疲力竭了。現在又來一個 Carl Icahn,恐怕難得有一夜好眠了…

[註] Carl Icahn 是具有傳奇色彩的投資人。他以爭取股東權益聞名,令許多上市公司老闆聞之色變。最近的事蹟是投資摩托羅拉事件。他所投資的公司,通常伴隨著大規模的重整,包括經營階層的重新洗牌與裁員。
[註二] 公開信的全文在這裡可以看到。我照引如下:

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY Carl C. Icahn AND HIS AFFILIATES FROM THE STOCKHOLDERS OF YAHOO! INC. FOR USE AT ITS ANNUAL MEETING, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF YAHOO! INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A BEING FILED TODAY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153

May 15, 2008

Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Mr. Bostock:

It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. It is quite obvious that Microsoft’s bid of $33 per share is a superior alternative to Yahoo’s prospects on a standalone basis. I am perplexed by the board’s actions. It is irresponsible to hide behind management’s more than overly optimistic financial forecasts. It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo’s closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet.

During the past week, a number of shareholders have asked me to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft, something that in my opinion the current board has completely botched. I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies. I have therefore taken the following actions: (1) during the last 10 days, I have purchased approximately 59 million shares and share-equivalents of Yahoo; (2) I have formed a 10-person slate which will stand for election against the current board; and (3) I have sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo stock. The biographies of the members of our slate are attached to this letter. A more formal notification is being delivered today to Yahoo under separate cover.

While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger, I am concerned that in several recent press releases you stated that you intend to pursue certain “strategic alternatives”. I therefore hope and trust that if there is any question that these “strategic alternatives” might in any way impede a future Microsoft merger you will at the very least allow shareholders to opine on them before embarking on such a transaction.

I sincerely hope you heed the wishes of your shareholders and move expeditiously to negotiate a merger with Microsoft, thereby making a proxy fight unnecessary.

    Sincerely yours,

CARL C. ICAHN

SLATE BIOGRAPHIES

Lucian A. Bebchuk

Lucian Bebchuk is the William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. Bebchuk is also a Research Associate of the National Bureau of Economic Research and Inaugural Fellow of the European Corporate Governance Network. Trained in both law and economics, Bebchuk holds an LL.M. and S.J.D. from Harvard Law School and an M.A. and Ph.D in Economics from the Harvard Economics Department. He joined the Harvard Law School faculty in 1986 as an assistant professor, becoming a full professor in 1988, and the Friedman Professor of Law, Economics and Finance in 1998. Bebchuk has written extensively on corporate governance, corporate control, and corporate transactions. He has published more than seventy research articles in academic journals in law, economics, and finance. Upon electing him to membership in 2000, the American Academy of Arts and Sciences cited him as “[o]ne of the nation’s leading scholars of law and economics,” who “has made major contribution to the study of corporate control, governance, and insolvency.” He is the 2007-2008 President of the American Law and Economics Association, and a former chair of the Business Association Section of the American Association of Law Teachers. Bebchuk’s recent writings include Pay without Performance: the Unfulfilled Promise of Executive Compensation (Harvard University Press, 2004, co-authored with Jesse Fried), “The Case for Increasing Shareholder Power” (Harvard Law Review, 2005), “The Costs of Entrenched Boards” (Journal of Financial Economics, 2005, co-authored with Alma Cohen), and “The Myth of the Shareholder Franchise” (Virginia Law Review, 2007). Bebchuk has been a frequent contributor to policy making and public discourse in the corporate governance area. He has appeared before the Senate Finance Committee, the House Committee of Financial Services, and the SEC. He has published many op-ed pieces, including in the Wall Street Journal, the New York Times, and the Financial Times. He was included in the list of “100 most influential people in finance” of Treasury & Risk Management and the list of “100 most influential players in corporate governance” of Directorship magazine.

Frank J. Biondi, Jr.

Since March 1999, Mr. Biondi has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization. From April 1996 to November 1998, Mr. Biondi served as Chairman and Chief Executive Officer of Universal Studios, Inc. From July 1987 to January 1996, Mr. Biondi served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New York Mellon Corporation and Seagate Technology. Mr. Biondi is a graduate of Princeton University and earned a Masters of Business Administration from Harvard University.

John H. Chapple

John Chapple is President of Hawkeye Investments LLC, a privately-owned equity firm investing primarily in telecommunications and real estate ventures frequently working in conjunction with Rally Capital LLC. Prior to forming Hawkeye, John Chapple worked to organize Nextel Partners, a provider of digital wireless services in mid-size and smaller markets throughout the U.S. He became the President, Chief Executive Officer and Chairman of the Board of Nextel Partners and its subsidiaries in August of 1998. Nextel Partners went public in February 2000 and was traded on the NASDAQ Exchange. In June 2006, the company was purchased by Sprint Communications. From 1995 to 1997, Mr. Chapple was the President and Chief Operating Officer for Orca Bay Sports and Entertainment in Vancouver, B.C. During Mr. Chapple’s tenure, Orca Bay owned and operated Vancouver’s National Basketball Association and National Hockey League sports franchises in addition to the General Motors Place sports arena and retail interests. From 1988 to 1995, he served as Executive Vice President of Operations for McCaw Cellular Communications and subsequently AT&T Wireless Services following the merger of those companies. From 1978 to 1983, he served on the senior management team of Rogers Cablesystems before moving to American Cablesystems as Senior Vice President of Operations from 1983 to 1988. Mr. Chapple, a graduate of Syracuse University and Harvard University’s Advanced Management Program, has 26 years of experience in the cable television and wireless communications industries. Mr. Chapple is the past Chairman of Cellular One Group and CTIA-The Wireless Association, past Vice-Chairman of the Cellular Telecommunications Industry Association and has been on the Board of Governors of the NHL and NBA. Mr. Chapple serves on the Syracuse University Board of Trustees currently as Chairman and the Advisory Board for the Maxwell School of Syracuse University. He is also on the Board of Directors of Cbeyond, Inc., a publicly traded Atlanta-based integrated service telephony company; Seamobile Enterprises, a privately held company providing integrated wireless services at sea; Telesphere, a privately held VOIP (voice over internet protocol) company based in Phoenix, Arizona; and on the advisory boards of Diamond Castle Holdings, LLC, a private equity firm based in New York City and the Daniel J. Evans School of Public Affairs at University of Washington.

Mark Cuban

Since early 2000, Mr. Cuban has been the majority and controlling owner of the National Basketball Association franchise, the Dallas Mavericks. In 2001, Mr. Cuban co-founded HDNet, an all high-definition television network on DIRECTV that broadcasts high-definition sports, movies and other entertainment. Prior to his purchase of the Dallas Mavericks, Mr. Cuban co- founded Broadcast.com in 1995 and served as its Chairman of the Board until it was sold to Yahoo! in July of 1999. Before Broadcast.com, Mr. Cuban co-founded MicroSolutions, a national systems integrator, in 1983, which was later sold to CompuServe Corporation in 1990. Mr. Cuban is an active investor in cutting- edge technologies and various industries, including the entertainment industry.

Adam Dell

Since January 2000, Mr. Dell has served as the Managing General Partner of Impact Venture Partners, a venture capital firm focused on information technology investments. He also serves as Managing Director at Steelpoint Capital Partners, a private equity firm with offices in New York and California. From October 1998 to January 2000, Mr. Dell was a Senior Associate and subsequently a Partner with Crosspoint Venture Partners in Northern California. From July 1997 to August 1998, he was a Senior Associate with Enterprise Partners in Southern California. From January 1996 to June 1997 Mr. Dell was associated with the law firm of Winstead Sechrest & Minick, in Austin, Texas, where he practiced corporate law. Mr. Dell’s investments include: Buzzsaw (which was acquired by Autodesk), HotJobs (which was acquired by Yahoo!) and Connectify (which was acquired by Kana Software). Mr. Dell has been a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. In addition, Mr. Dell currently serves on the boards of directors of the Santa Fe Institute, MessageOne and OpenTable. He also teaches a course at the Columbia Business School on business, technology and innovation and is a contributing columnist to the technology publication, Business 2.0. Mr. Dell received a J.D. from University of Texas and a B.A. from Tulane University.

Carl C. Icahn

Mr. Icahn has served as chairman of the board and a director of Starfire Holding Corporation, a privately-held holding company, and chairman of the board and a director of various subsidiaries of Starfire, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises L.P., and certain related entities, Mr. Icahn’s principal occupation is managing private investment funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn Partners Master Fund III L.P. Prior to August 2007, Mr. Icahn conducted this occupation through his entities CCI Onshore Corp. and CCI Offshore Corp since September 2004. Since November 1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. Icahn Enterprises L.P. is a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc., a registered broker- dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chairman of the board and as a director of American Railcar Industries, Inc., a company that is primarily engaged in the business of manufacturing covered hopper and tank railcars, since 1994. From October 1998 through May 2004, Mr. Icahn was the president and a director of Stratosphere Corporation, the owner and operator of the Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was a subsidiary of Icahn Enterprises L.P. From September 2000 to February 2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc., which owned an interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands casino in Atlantic City until November 2006. Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. Mr. Icahn has served as a Director of Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies since July 1993. In May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of in-home movie rental and game entertainment. In October 2005, Mr. Icahn became a director of WestPoint International, Inc., a manufacturer of bed and bath home fashion products. In September 2006, Mr. Icahn became a director of ImClone Systems Incorporated, a biopharmaceutical company, and since October 2006 has been the chairman of the board of ImClone. In August 2007, Mr. Icahn became a director of WCI Communities, Inc., a homebuilding company, and since September 2007 has been the chairman of the board of WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul Corporation, a supplier of automotive products, and since January 2008 has been the chairman of the board of Federal-Mogul. In April 2008, Mr. Icahn became a director of Motricity, Inc., a privately-held company that provides mobile content services and solutions. Mr. Icahn received his B.A. from Princeton University.

Keith A. Meister

Since March 2006, Keith Meister has served as Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Since November 2004, Mr. Meister has been a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages third party private investment funds. Since June 2002, Mr. Meister has served as senior investment analyst of High River Limited Partnership, an entity primarily engaged in the business of holding and investing in securities. Mr. Meister also serves on the boards of directors of the following companies: XO Holdings, Inc., a telecommunications company; WCI Communities, Inc., a homebuilding company; Federal-Mogul Corporation, a supplier of automotive products; and Motorola, Inc., a mobile communications company. With respect to each company mentioned above, Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an interest in such company through the ownership of securities. Mr. Meister received an A.B. in government, cum laude, from Harvard College in 1995.

Edward H. Meyer

Mr. Meyer serves as Chairman, Chief Executive Officer and Chief Investment Officer of Ocean Road Advisors, Inc., an investment management company. From 1970 to 2006, he served as Chairman, Chief Executive Officer and President of Grey Global Group, Inc., a multi-billion dollar global advertising and marketing agency. Mr. Meyer serves as a Director of Harman International Industries, Inc., Ethan Allen Interiors, Inc., National CineMedia, Inc. and NRDC Acquisition Corp. Mr. Meyer holds a B.A. in Economics from Cornell University.

Brian S. Posner

Brian S. Posner is a private investor. From 2005 through March 2008, he served as Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors LLC (and its predecessor company, CAM North America), an asset management company based in New York with approximately $90 billion in assets and a wholly owned subsidiary of Legg Mason Inc. Prior to ClearBridge Advisors, he was a co-Founder and the Managing Partner of Hygrove Partners LLC, a hedge fund company that was formed in 2000. Prior to ClearBridge Advisors and Hygrove Partners, he served as a Portfolio Manager and an Analyst, first at Fidelity Investments from 1987 to 1996 and then at Warburg Pincus Asset Management/Credit Suisse Asset Management from 1997 to 1999. At Warburg Pincus Asset Management/Credit Suisse Asset Management he was a Managing Director and served as the Senior Investment Manager of the Value Equity Group, co-Portfolio Manager of the Warburg Pincus Growth & Income Fund, and Portfolio Manager of the Warburg Pincus Institutional Value Fund and the Warburg Pincus Trust, Growth and Income Fund. Prior to the acquisition of Warburg Pincus Asset Management (“WPAM”) by Credit Suisse Asset Management in July 1999, he was co-Chief Investment Officer, Director of Research, Chairman of the Global Asset Allocation Committee, and a member of the Executive Operating Committee at WPAM. At Fidelity Investments, he was the Portfolio Manager of the Fidelity Equity Income II Fund from 1992 to 1996 and the Fidelity Value Fund from 1990 to 1992. He also managed the Select Life Insurance, Select Property Casualty Insurance and Select Energy Portfolios. From 1987 to 1990, he was an Oil, Insurance, and Financial Services Analyst. From August 2000 to April 2003 he served on the Board of Directors for Sotheby’s Holdings, Inc. He currently a member of the Board of Trustees at Northwestern University and the Board of Visitors for the Weinberg College of Arts and Sciences at Northwestern University. Mr. Posner received his undergraduate degree in history from Northwestern University in 1983 and his M.B.A. in finance from the University of Chicago Graduate School of Business in 1987.

Robert K. Shaye

Robert Shaye is Co-Chairman and Co-CEO of New Line Cinema. As the Founder of New Line Cinema and a filmmaker himself, Robert Shaye has spent more than 40 years developing and distributing films that reflect a wide array of cultural movements, creating new paradigms for the motion picture business, and most importantly, entertaining millions of moviegoers. Since he founded New Line in 1967, Shaye has guided the company’s growth from a privately-held art film distributor to one of the entertainment industry’s leading independent studios and a veritable box office force. He has been involved in such films as The Lord of the Rings trilogy, Rush Hour, Austin Powers and Seven. A University of Michigan graduate with a degree in business administration and a J.D. degree from Columbia University Law School, Shaye is also a Fulbright Scholar, member of the New York State Bar, and serves on the Board of Trustees of the Motion Picture Pioneers, and the American Film Institute.

微軟推出類似 Amazon SimpleDB 服務

企業形象果然很重要啊…

今天看到一篇 blog post,是在講微軟推了新的服務來跟 Amazon 的 SimpleDB 打對台:SQL Server Data Services, SSDS。稍微看了幾眼,推的東西跟 SimpleDB 真的很像:他在背後綁著微軟 SQL Server ,前端開個 web service api 給你操作,讓你省 DBA 的功夫和金錢。

為什麼說企業形象很重要呢?

因為我發現那篇 blog post 是在 3/7 寫的。可是這幾天國內可都沒聽說什麼人在講這回事。別說其他人,你聽到微軟出這個 solution 會很振奮嗎?你會覺得微軟這個 solution 對你很有幫助、讓你很放心嗎?

SSDS 網頁上面並沒有標價,目前是 free beta。但是每個人聽到的第一個反應都是:「那微軟要收多少錢?」戒心十足。

企業形象果然是很重要的啊。

微軟提議用 446 億美金收購 Yahoo

今天在 San Jose 旅館剛起床,到處都在講的新聞就是微軟提議用 446 億美金 (44.6 billion) 收購 Yahoo。消息一出,Yahoo 股價開盤應聲大漲接近五成,來到 28 元的水準。

YHOO 股價漲近五成

市場顯然十分喜歡這個 bid,也表示華爾街對 Yahoo 只靠自己的 restructure 和奮鬥是否能夠翻身已經不再具備任何耐心。由這種股價反映看來,華爾街顯然希望有外部的 executive 進來,或者尤其是微軟這種具有戰略性角色的公司來作收購。

這種股價曲線,看在眼裡,實在感觸不少。現在 Yahoo 已經淪落到即使股價漲了 50% 都還只有 28 元的水準了。在各界都對 Yahoo 喪失信心的時候,微軟的收購是否能夠替 Yahoo 重新帶來新生命?成敗當然還在未定之天。可是有希望總比沒希望好,金融市場總是希望有夢想。而夢想正是 Yahoo 沒辦法提供的。

如果你問我,我覺得 Yahoo 是否應該答應?我會說,”the short answer is yes”。
你想問更詳細一點的話,我會說,”the long answer is a bit longer, but it’s still yes”。