Monday, May 5, 2008

Will Microsoft Corp. make a comeback bid?

Yahoo Inc. shareholders, likely reeling from the Internet company's decision to refuse a $33-a-share takeover offer, may want to take solace in a couple of deals where "no" really meant "maybe." In the past, Oracle Corp. and PepsiCo Inc. backed away from takeover attempts, only to return to the negotiating table after their prey twisted in the wind. Take the saga of Quaker Oats. In 2000, PepsiCo walked away from its $14 billion offer to buy Quaker Oats after Roger Enrico, PepsiCo's chairman and chief executive officer at the time, refused to sweeten the company's bid. Rival Coca-Cola Co. stepped in within weeks with a $15.75 billion stock-swap bid. But then at the 11th hour, Coke's board backed away from the deal, as Director Warren Buffett and others expressed skepticism. That was just the opening for Mr. Enrico. With no other suitors, Pepsi swept in and made a deal for Quaker at essentially the same terms initially offered. Then there's Oracle CEO Larry Ellison, who was so intent on winning PeopleSoft that over an 18-month period he raised his price to $26.50 a share from the initial $16 in June 2003, bidding against himself at some points. The impetus for the deal's completion came when PeopleSoft's shareholders finally supported Oracle's bid. The final offer valued PeopleSoft at $10.3 billion, around twice the original $5.1 billion offer. Mr. Ellison brought the same single-minded purpose to his pursuit of BEA Systems last year, but this time let shareholders do the dirty work. Oracle bid $17 for BEA, which held out for $21 and for months didn't budge. Oracle finally walked away, sniffing that BEA probably wouldn't be able to do better. Activist investor Carl Icahn, a BEA shareholder and incensed by BEA's refusal to deal, did all the tough talking, eventually bringing both sides together at $19.38 a share. In general, though, such gamesmanship takes its toll on both the bidder and its the object of its affections. Shareholders generally hate uncertainty, and press management for a definitive view of strategy.

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