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CEOs: Devil was in details of Yahoo, Microsoft search tie-up

Elizabeth Montalbano | July 30, 2009
Carol Bartz and Steve Ballmer said they needed time to hash out the specifics of a deal that took more than a year to seal

Microsoft CEO Steve Ballmer signs a global search agreement with Yahoo CEO Carol Bartz at Yahoo's Sunnyvale headquarters on July 29, 2009. Under the terms, Microsoft will power Yahoo search while Yahoo will become the worldwide exclusive relationship sales force for both companies' premium search advertisers.

NEW YORK, 29 JULY 2009 - Microsoft and Yahoo took so long to reach an Internet search and advertising agreement because they considered factors beyond key financial considerations to ensure a deal would allow both companies to drive their separate online businesses forward, their CEOs said Wednesday.

Microsoft CEO Steve Ballmer and Yahoo CEO Carol Bartz explained on a conference call Wednesday why the companies struck a deal now when a similar one was on the table a year ago. Under terms of the 10-year deal, Microsoft's Bing search engine and adCenter platform will power Yahoo's search-based advertising business, while Yahoo's sales team handles both companies' premium search customers.

Last year's proposed deal involved a cash payment up front and less annuity revenue for Yahoo, whereas the deal announced Wednesday involves no up-front cash and more revenue for Yahoo over the long term. That revenue will come in the form of Microsoft paying Yahoo traffic acquisition costs (TAC) at an initial rate of 88 percent of search revenue generated by owned and operated sites, the companies said. TACs are payments made to a company to acquire traffic on its Web site.

That revenue over time will benefit Yahoo and its shareholders better than a big up-front cash payment, which is why Wednesday's deal was more attractive to Yahoo than the one presented by Microsoft last year, Bartz said.

"Having cash payment up front doesn't help us from an operating standpoint," she said. "What was important was a significant TAC rate -- revenue that's supported -- so we could invest in the business."

However, it was not just the financial terms of the previously proposed deal that proved problematic last summer, when Yahoo co-founder Jerry Yang was still at the helm. Bartz became CEO in January after Yang stepped down last November amid pressure over his failure to reach a deal with Microsoft.

"Frankly, the big thing was to work through not just high-level financial but the details and working process" of how the companies would execute both from a corporate standpoint and in the marketplace, Microsoft's Ballmer said.

This was the topic of meetings between Ballmer and Bartz this year in the months leading up to the deal. They worked out back-end details to ensure the deal was in line with both companies' long-term goals and strategies for their Internet businesses, he said.


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