Microsoft's Proxy Fight with Yahoo

Just last week, Microsoft responded to Yahoo’s rejection of their $44.6 billion acquisition offer by writing that they “reserve the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.” Today, confirmation that Microsoft will go hostile in their efforts to acquire Yahoo, with DealBook reporting that the software giant will attempt to seize control of Yahoo’s Board of Directors, setting the stage for a vote to approve the deal.

The move follows news last night that Microsoft does not intend to raise its offer to acquire Yahoo at $31/share in cash and stock. According to DealBook, waging what’s known as a proxy fight against Yahoo will cost the company about $20-30 million, versus an additional $1.4 billion for every dollar they add to their acquisition offer.

So what are the odds of Microsoft successfully acquiring Yahoo via proxy fight? Pretty good according to the report. Yahoo’s entire board is up for re-election, meaning that if enough of Yahoo’s shareholders feel that Microsoft’s offer is the best move for the company, they can elect Microsoft’s nominees to the board and force a deal.