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San Francisco, Calif — Feb 03, `08 — Yahoo! would consider a business alliance with Google as one way to rebuff a $44.6 billion takeover proposal by Microsoft, Reuters reported citing a source familiar with Yahoo’s strategy said on Sunday.

The report further said, “a second source close to Yahoo said it had received a procession of preliminary contacts by media, technology, telephone and financial companies. But the source said they were unaware whether any alternative bid was in the offing.

Few natural bidders exist beside Google that could engage in a bidding war, and Google would be unlikely to win approval from antitrust regulators, some Wall Street analysts said on Friday.

Yahoo!’s efforts to find an alternative bidder could simply be a measure to pressure Microsoft to boost its bid, which valued Yahoo at $44.6 billion when first announced on Friday.” More at Reuters.

In response to Google’s foul cry over Microsoft’s Yahoo! bid, Microsoft has released a statement from Bard Smith, General Counsel:

REDMOND, Wash — Feb 03, `08 — The combination of Microsoft and Yahoo! will create a more competitive marketplace by establishing a compelling number two competitor for Internet search and online advertising. The alternative scenarios only lead to less competition on the Internet.

Today, Google is the dominant search engine and advertising company on the Web. Google has amassed about 75 percent of paid search revenues worldwide and its share continues to grow. According to published reports, Google currently has more than 65 percent search query share in the U.S. and more than 85 percent in Europe. Microsoft and Yahoo! on the other hand have roughly 30 percent combined in the U.S. and approximately 10 percent combined in Europe.

Microsoft is committed to openness, innovation, and the protection of privacy on the Internet. We believe that the combination of Microsoft and Yahoo! will advance these goals. More at Microsoft.

Feb 03, `08 — In a statement released today on Google’s press center, Mr. David Drummond, Google’s Senior Vice President, Corporate Development and Chief Legal Officer cries foul over Microsoft’s Yahoo! bid.

Mr. David Drummond in his rude and venomous language falsely accuses Microsoft of making ” hostile bid ”. He says, “So Microsoft’s hostile bid for Yahoo! raises troubling questions. This is about more than simply a financial transaction, one company taking over another.”

Now Mr. Drummond do you even know or have any remote idea how many take overs Google have made in last five years or so ??

He also says, “Users benefit from constant innovation. It’s what makes the Internet such an exciting place.”

Mr. Drummond do you actually mean supporting rampant piracy through YouTube, when you say “Users benefit from constant innovation” ??

Do you even have any remote idea of how many pirated videos of Movies, TV Shows, Dramas, Music Videos, etc are being hosted at any given moment ??

Mr. Drummond further goes on to say, “This hostile bid was announced on Friday so there is plenty of time for these questions to be thoroughly addressed.”

Mr. Drummond when even Yahoo! in its official response refers to Microsoft’s proposal as “an unsolicited proposal”, who are you in the world to refer that proposal as “hostile” ??

And Mr. Drummond when you say, “It’s about preserving the underlying principles of the Internet: openness and innovation”, do you actually mean that buying DoubleClick despite the immense privacy concerns from within the US and from Europe ??

If Google were to believe in its well publicized but never implemented ideology of ” Do NO Evil ” then Mr. Drummond why in the world Google needed to buy YouTube or DoubleClick? Google was already making tons of millions anyway… Google could have let YouTube / DoubleClick make money for themselves or let some one else buy ‘em (of course you would have stopped Microsoft from buying any of ‘em either, right?)

So Mr. Drummond before making entirely false claims using rude and venomous language, it would have been better if you have just took a little look at Google’s own past 10 years.

Or may be fear of loosing monopoly and loosing world dominance makes you speak highly rude & venomous language along with highly exaggerated claims and false acquisitions ??

Google’s statement on Microsoft’s bid for Yahoo!

Feb 03, `08 — Nicki Dugan on Yahoo’s Corporate Blog ( Yodel Anecdotal ) said that, “process like this is fluid and can take quite a bit of time” to weigh its strategic options, including keeping the company independent, following Microsoft’s $44.6 billion offer to buy the company.

Here is the complete posting:

Our response to Microsoft’s proposal

Posted February 1st, 2008 at 1:11 pm by Nicki Dugan, Blog Editor

Number of Comments 17 Comments / Filed in: Trends & News

As I’m sure you’ve heard by now, Microsoft made an unsolicited proposal to acquire Yahoo! yesterday evening. Since then, we’ve gotten quite a number of questions about what this means for Yahoo!. Right now our board of directors is evaluating the proposal and looking at all of our strategic alternatives, including maintaining Yahoo! as an independent company.

A review process like this is fluid and can take quite a bit of time, so while there’s not much we can say right now, we did want to refer you to this brief FAQ for more information.

Nicki Dugan
Blog Editor

Tagged: microsoft, news

In a media response to a frequently asked question about whether Yahoo would seek proposals from other companies, Yahoo! press room said it was going to evaluate all options.

Yahoo!’s Media Response:

FAQ: Unsolicited Proposal From Microsoft

Q1. How is Yahoo! responding to Microsoft’s proposal?
The Yahoo! Board is undertaking a deliberate review process. They’re going to take time to thoroughly evaluate the proposal in the context of Yahoo!’s strategic plans. This will include evaluating all of the Company’s strategic alternatives – including maintaining Yahoo! as an independent company. That process will take some time, but the Board will ultimately pursue the option that it believes can best maximize value for our shareholders.

Q2. How long will the Board’s review process take?
A review process like this is fluid, and it can take quite a bit of time.

Q3. Will the Board seek proposals from any other companies?
The Board is going to evaluate all of Yahoo!’s strategic alternatives and pursue the option that it believes can best maximize value for our shareholders.

Q4. What would a deal like this mean for Yahoo!’s users, advertisers, publishers, partners and people?
Yahoo!’s Board is going to evaluate all aspects of this proposal carefully and promptly in the context of the company’s strategic plans and alternatives. So it wouldn’t be appropriate to speculate about the potential benefits or challenges of a deal. But the review process that’s underway won’t have any impact on our efforts to deliver value to all of our users, advertisers, publishers and partners – as well as new and exciting opportunities to our employees.

Citing analysts, Reuters reported that, “Comcast Corp, Viacom Inc and General Electric Co among possible bidders, although they also said few companies had the balance sheet to compete with Microsoft or were as natural a fit for Yahoo.”

More at Yahoo! here and here.

SCHAUMBURG, Ill. – Feb 01, `08 – Motorola confirmed receipt of notice from Carl Icahn announcing his intent to nominate a slate of four directors to stand for election at the Company’s 2008 Annual Meeting of Stockholders. The Company has not yet scheduled its 2008 Annual Meeting.

Motorola is currently reviewing the notice.

The notice states that the Carl Icahn entities may be deemed to beneficially own, in the aggregate, 114,289,100 shares of Motorola common stock, representing approximately 5% of Motorola’s outstanding shares. More ta Motorola.

Related:

Motorola Considers Breakup, Phone Unit Sale

Below is the text of the letter that Microsoft sent to Yahoo!’s Board of Directors:

January 31, 2008

Board of Directors
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Attention: Roy Bostock, Chairman
Attention: Jerry Yang, Chief Executive Officer

Dear Members of the Board:

I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft’s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.

Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use - EBITDA, free cash flow, operating cash flow, net income, or analyst target prices - this proposal represents a compelling value realization event for your shareholders.

We believe that Microsoft common stock represents a very attractive investment opportunity for Yahoo!’s shareholders. Microsoft has generated revenue growth of 15%, earnings growth of 26%, and a return on equity of 35% on average for the last three years. Microsoft’s share price has generated shareholder returns of 8% during the last one year period and 28% during the last three year period, significantly outperforming the S&P 500. It is our view that Microsoft has significant potential upside given the continued solid growth in our core businesses, the recent launch of Windows Vista, and other strategic initiatives.

Microsoft’s consistent belief has been that the combination of Microsoft and Yahoo! clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers. In late 2006 and early 2007, we jointly explored a broad range of ways in which our two companies might work together. These discussions were based on a vision that the online businesses of Microsoft and Yahoo! should be aligned in some way to create a more effective competitor in the online marketplace. We discussed a number of alternatives ranging from commercial partnerships to a merger proposal, which you rejected. While a commercial partnership may have made sense at one time, Microsoft believes that the only alternative now is the combination of Microsoft and Yahoo! that we are proposing.

In February 2007, I received a letter from your Chairman indicating the view of the Yahoo! Board that “now is not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction.” According to that letter, the principal reason for this view was the Yahoo! Board’s confidence in the “potential upside” if management successfully executed on a reformulated strategy based on certain operational initiatives, such as Project Panama, and a significant organizational realignment. A year has gone by, and the competitive situation has not improved.

While online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out, and in research and development, making this a time of industry consolidation and convergence. Today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo! can offer a credible alternative for consumers, advertisers, and publishers. Synergies of this combination fall into four areas:

Scale economics: This combination enables synergies related to scale economics of the advertising platform where today there is only one competitor at scale. This includes synergies across both search and non-search related advertising that will strengthen the value proposition to both advertisers and publishers. Additionally, the combination allows us to consolidate capital spending.

Expanded R&D capacity: The combined talent of our engineering resources can be focused on R&D priorities such as a single search index and single advertising platform. Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search, and new advertising platform capabilities. Many of these breakthroughs are a function of an engineering scale that today neither of our companies has on its own.

Operational efficiencies: Eliminating redundant infrastructure and duplicative operating costs will improve the financial performance of the combined entity.

Emerging user experiences: Our combined ability to focus engineering resources that drive innovation in emerging scenarios such as video, mobile services, online commerce, social media, and social platforms is greatly enhanced.

We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines.

We have dedicated considerable time and resources to an analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals. We look forward to discussing this with you, and both our internal legal team and outside counsel are available to meet with your counsel at their earliest convenience.

Our proposal is subject to the negotiation of a definitive merger agreement and our having the opportunity to conduct certain limited and confirmatory due diligence. In addition, because a portion of the aggregate merger consideration would consist of Microsoft common stock, we would provide Yahoo! the opportunity to conduct appropriate limited due diligence with respect to Microsoft. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.

In light of the significance of this proposal to your shareholders and ours, as well as the potential for selective disclosures, our intention is to publicly release the text of this letter tomorrow morning.

Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo! Board to engage in a full review of our proposal. My leadership team and I would be happy to make ourselves available to meet with you and your Board at your earliest convenience. Depending on the nature of your response, Microsoft reserves 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.

We believe this proposal represents a unique opportunity to create significant value for Yahoo!’s shareholders and employees, and the combined company will be better positioned to provide an enhanced value proposition to users and advertisers. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favorable reply.

Sincerely yours,

/s/ Steven A. Ballmer

Steven A. Ballmer

Chief Executive Officer

Microsoft Corporation

More at Microsoft.

Chicago, IL — Feb 01, `08 — Motorola, which created and dominated the worldwide cell phone market, on Thursday announced it may shed that iconic business amid a breathtaking decline in sales and mounting losses in the past year.

Its shares — already down as about 55 percent since mid October 2006 — were up $1.18 at $12.71 after some analysts raised price targets for the company and Citigroup upgraded its rating of the stock to ‘buy’ from ‘hold’ after the news.

The world’s third-largest mobile phone maker, which has been losing market share to market leader Nokia and Samsung, said late Thursday it was “exploring the structural and strategic realignment of its business to better equip its Mobile Devices business to recapture global market leadership and to enhance shareholder value.”

While that may signal Motorola is putting its $19 billion cell phone unit on the block, the firm also might instead sell one or both of its other major business lines — one for TV set-top boxes and network equipment, and another that makes mobile equipment for governments and large businesses. It also could decide to keep the firm intact.

“We don’t want anyone to be misled that we’ve preordained” a plan, Don McLellan, Motorola’s head of mergers and acquisitions, said in an interview. “This announcement is about equipping mobile devices with a way to achieve its leadership again.”

Even a breakup of the troubled company may not head off another proxy fight with billionaire financier Carl Icahn. Motorola, which fought off Icahn’s bid for board seats and a drastic overhaul just a year ago.

The revised strategy comes just one month after Greg Brown succeeded Ed Zander as CEO and a year and a day since Icahn initiated a proxy fight to shake up a company that was already in the throes of a severe decline in sales and profits. After grabbing world market share of 23 percent in 2006 on momentum led by its Razr phone, the company has lost nearly half that as rivals outpaced it with successful new products.

Motorola prevailed in last year’s proxy battle. But with the end of its slump nowhere in sight, it has dropped its opposition to splitting off or shedding its core business.

Icahn, while “pleased” to hear that Motorola is exploring his proposal, nevertheless still plans another fight for board seats this spring, as he said he had warned the company recently.

WASHINGTON — Feb 01, `08 — US and European antitrust regulators aren’t likely to prevent Microsoft from buying Yahoo, analysts said Friday, though scrutiny of the deal could drag on for months, the AP reported.

A major factor weighing in Microsoft’s favor, analysts said, is Google’s dominance in the online search and advertising businesses — the two areas regulators are likely to focus on when weighing market power issues raised by the nearly $45 billion unsolicited bid.

The Justice Department said it is “interested” in reviewing competition issues raised by Microsoft’s surprise offer. The Federal Trade Commission and European Union officials declined to comment. If the deal goes through, analysts expect Congress and European regulators to review the combined company’s increased competitive edge.

“I don’t see this just sailing through, regulators will look at it,” Ted Henneberry of the London law firm Heller Ehrman said. But even after a review that could take up to six months, he said a Microsoft-Yahoo combination isn’t likely to be stopped because the new entity’s share of the online ad space would still be dwarfed by Google, which already controls nearly 60 percent of the U.S. search market.

“The fact that Google dominates this business will be a big factor in (Microsoft’s) favor in trying to get this approved by the regulators,” said Keith Hylton, a professor of antitrust law at Boston University. More at AP.

San Francisco, CA — Feb 01, `08 — Microsoft made an unsolicited $44.6 billion cash and stock bid for Yahoo late Thursday, a deal that could shake up the competitive and lucrative market for online advertising.

The surprise offer of $31 per share, which represents a 62% premium from where Yahoo stock closed on Thursday, made late Thursday and announced Friday, seizes on Yahoo’s weakness while Microsoft tries to muscle up in a high-stakes battle with Google likely to define the technology landscape for years to come. Shares of Yahoo shot up 50% at the start of trading Friday, while shares of Dow component Microsoft tumbled about 5%.

In a statement Friday, Yahoo said it will “carefully and promptly” study Microsoft’s bid.

With its profits steadily sliding, Yahoo’s stock slipped to a four-year low earlier this week and a new management team has been trying to steer a turnaround but sees more turbulence through 2008.

In conference call Friday morning, Microsoft Chief Executive Steve Ballmer indicated he won’t take no for an answer after Yahoo rebuffed takeover overtures a year ago.

“This is a decision we have — and I have — thought long and hard about,” Ballmer said. “We are confident it’s the right path for Microsoft and Yahoo.”

Besides the question of Yahoo’s acceptance, Microsoft’s bid also faces regulatory scrutiny in Washington and Europe. On Friday, the Justice Department said it is “interested” in reviewing antitrust issues. European Union officials declined to comment.

If the deal is consummated, it would be by far the largest acquisition in Microsoft’s history, eclipsing last year’s $6 billion purchase of online ad service aQuantive.

Microsoft publicly disclosed its cash-and-stock offer in hopes of rallying support from Yahoo’s shareholders, making it more difficult for Yahoo’s board to turn down the bid.

Microsoft’s previous offer was rebuffed by Terry Semel, who stepped aside last year as chief executive under shareholder pressure.

Microsoft sent its latest takeover offer to Yahoo late Thursday, shortly after Semel resigned as the company’s chairman. The letter is addressed to Semel’s successors, new Chairman Roy Bostock and the current CEO, co-founder Jerry Yang, who is one of Yahoo’s largest shareholders.

In a prepared statement, Yahoo said its board “will evaluate this proposal carefully and promptly in the context of Yahoo’s strategic plans and pursue the best course of action to maximize long-term value for shareholders.”

“We are very, very confident this is the right path for Microsoft and for Yahoo,” he said.

Microsoft hopes to close the deal by the end of the year. Ballmer said that Microsoft has been in “off and on” talks with Yahoo for 18 months and said he called Yahoo CEO Jerry Yang Thursday night to tell him the bid was coming.

A Microsoft-Yahoo combination would create a powerful number two player in the online search business, which Google commands. The leading search engine reigns over 58.4% of the U.S. search market, while Yahoo has 22.9% and Microsoft’s share is just 9.8%, according to comScore, a research firm that tracks Internet traffic.

A Google spokesman, Matt Furman, declined to comment on Microsoft’s move on Yahoo. “It would be premature to comment at this point,” he said.

LAS VEGAS, Dec 24, `07 /PRNewswire-FirstCall/ — Harrah’s Entertainment today announced that the National Indian Gaming Commission (NIGC) notified Harrah’s that it will allow the consummation of the proposed acquisition of Harrah’s by affiliates of Apollo Global Management, L.P. and TPG Capital to proceed while the NIGC finalizes its review.

There are no remaining regulatory approvals needed to close the transaction.

Harrah’s and the buyers received the go-ahead for the deal last week from the Nevada Gaming Commission, capping a 10-week campaign to obtain approvals from state gambling regulators in New Jersey, Pennsylvania, Louisiana, Iowa, Missouri, Illinois, Indiana and Mississippi.

Harrah’s, which had nearly $10 billion in revenue last year, operates more than 50 casinos including Caesars and the Imperial Palace in Las Vegas and Bally’s in Atlantic City. Indian Gaming Commission approval is needed because Harrah’s operates several tribal casinos as well. More at Harrah’s.

BRACKNELL, UK –BUSINESS WIRE– Dec 21, `07 — Dell has signed an agreement to acquire privately held The Networked Storage Company (TNWSC), a leading IT consultancy, that specializes in transitioning customers to proven, simplified and cost-efficient IT data storage solutions.

Terms were not disclosed and the purchase will not be final until all closing conditions are met. TNWSC is based in Epsom, United Kingdom.

TNWSC’s unique Point of Proof methodology provides an auditable end-to-end process to evaluate, select and implement proven solutions that deliver robust, simplified and cost-effective IT infrastructures.

The approach, primarily implemented with storage networks, can be extended across the entire IT environment, helping to reduce overall costs and complexity of IT infrastructure maintenance and management. TNWSC has a blue chip customer base including several of Europe’s leading

More at BusinessWire, Dell.com/ics.

WASHINGTON — Dec 20, `07 — The Federal Trade Commission on Thursday approved Google’s $3.1 billion purchase of advertising rival DoubleClick, saying the deal would not substantially lessen competition.

The deal, which combines Google’s dominance in pay-per-click Internet advertising with DoubleClick’s market-leading position in flashier display ads, is also being scrutinized by European antitrust officials.

In a 4-1 vote, the FTC decided to end its eight-month investigation of the transaction.

Commissioner Pamela Jones Harbour dissented and issued a separate statement expressing reservations, arguing that the deal “may substantially lessen competition.”

She said the takeover “will affect the evolution of the entire online advertising market” as this evolves and have wide-ranging implications for consumers. “The transaction will combine not only the two firms’ products and services, but also their vast troves of data about consumer behavior on the Internet,” she said.

European antitrust authorities are expected to rule on the deal sometime next year. The European Commission last month launched a probe and said the merger “would raise competition concerns.” The European Commission declined to comment on the FTC’s decision, spokesman Jonathan Todd said.

Microsoft and other critics argue the deal would enable Google to dominate two aspects of the Internet advertising market — ad sales and ad-serving tools.

The FTC said in a report on its investigation that both the online ad sales and ad-serving markets have numerous competitors, several of which have been bolstered by recent acquisitions.

Those include Microsoft’s $6 billion purchase of DoubleClick rival aQuantive, the acquisition of online advertising provider Tacoda by Time Warner’s AOL, and Yahoo’s purchase of Internet advertising exchange Right Media for $680 million.

Other competitors include ValueClick and 24/7 Real Media, which was purchased by London-based advertising giant WPP Group PLC for $649 million in May, the FTC said.

Privacy advocates say the combined company will have access to a huge amount of data on individual Web-surfing habits. The FTC said it lacked the legal authority to block the deal on any grounds except on antitrust matters.

However, in an apparent nod to these concerns, the FTC on Thursday proposed a set of privacy guidelines for the online advertising industry, describing them as something that “clearly transcend” the Google-DoubleClick deal. It remains to be seen how such guidelines would be enforced.

Google has a dominant position in pay-per-click ads, which are based on a computer user’s searches. Its ads are usually in the form of text and are shown on the right-hand side of the screen.

DoubleClick is a market leader in the display ads preferred by many corporate advertisers. More at FTC.

Washington — Dec 18, `07 — The Federal Communications Commission approved rules today to allow ownership of a newspaper and a television station in the same market in the 20 largest metropolitan areas in the US, easing a long-standing rule prohibiting such ownership in any market and voted to maintain its cap on cable ownership, limiting the number of subscribers a cable operator may serve at 30% of US households.

Cable:
The 30 percent limit, set first in 1993 and modified in 1999, was challenged by Time Warner in 2001. The DC Circuit Court then remanded it back to the FCC seeking further justification. That remand has been pending six years at the Commission.

The 30 percent cable horizontal ownership limit set by the Commission will ensure that no single cable operator can create a barrier to a video programming network’s entry into the market or cause a video programming network to exit the market simply by declining to carry the network. In devising a limit to achieve this goal, the Commission first determined the minimum number of subscribers a network needs in order to survive in the marketplace, and then estimated the percentage of subscribers a network is likely to serve once it secures a carriage contract.

Newspaper/Broadcast:
The newspaper/broadcast cross-ownership rule currently prohibits common ownership of a broadcast station and a daily newspaper in the same market. The U.S. Court of Appeals for the Third Circuit (Court), affirmed the Commission’s determination that this blanket ban on
newspaper/broadcast cross-ownership was no longer in the public interest while remanding the specific cross-media ownership limits drawn by the Commission in 2003. The Court agreed that “…reasoned analysis supports the Commission’s determination that the blanket ban on
newspaper/broadcast cross-ownership was no longer in the public interest.”

The media marketplace has changed considerably since 1975 when the newspaper/broadcast cross ownership was put in place. At that time, cable was a nascent service, satellite television did not exist and there was no Internet. Consumers have benefited from the emergence of new sources of news and information.

But according to almost every measure newspapers are struggling. For example, at least 300 daily papers have stopped publishing over the past thirty years and circulation and advertising revenues at approximately half of all U.S. dailies has dropped precipitously in recent years. Permitting cross-ownership can preserve the viability of newspapers by allowing them to share their operational costs across multiple media platforms.

The rule adopted today would presumptively permit cross ownership only in the largest markets where there exists competition and numerous voices. Under the new approach, the Commission presumes a proposed newspaper/broadcast transaction is in the public interest if it meets the following test:
(1) the market at issue is one of the 20 largest Nielsen Designated Market Areas (“DMAs”);
(2) the transaction involves the combination of only one major daily newspaper and only one television or radio station;
(3) if the transaction involves a television station, at least eight independently owned and operating major media voices (defined to include major newspapers and full-power TV stations) would remain in the DMA following the transaction; and
(4) if the transaction involves a television station, that station is not among the top four ranked stations in the DMA.

More at FCC here and here (in Word).

SAN DIEGO — Dec 17, `07 — Qualcomm today announced that it has acquired San Diego-based SoftMax Inc., a market leader in noise reduction for mobile devices.

SoftMax brings leading-edge, multi-microphone noise suppression and echo cancellation expertise to Qualcomm, broadening the audio and voice capabilities of the Company’s product portfolio for integration into devices such as mobile handsets, Bluetooth headsets, VoIP phones and notebook PCs.

SoftMax’s leading-edge voice algorithms for signal separation, echo cancellation and signal processing have enabled some of the latest wireless devices on the market to separate a speaker’s voice from various background noises. The result is a dramatic improvement in voice quality, providing significant differentiation for the end product. More at Qualcomm.

WASHINGTON — Dec 14, ‘07 — The head of the Federal Trade Commission said Friday she won’t remove herself from an antitrust review of Google’s purchase of online advertising company DoubleClick, rebuffing requests from privacy groups opposed to the transaction.

Deborah Platt Majoras, chairwoman of the FTC, said she has reviewed a petition from the groups with the agency’s ethics official and other staff, and determined that “the relevant laws and rules…neither require nor support recusal.”

The Electronic Privacy Information Center and the Center for Digital Democracy said in a petition Wednesday that Majoras’ husband, John M. Majoras, is a partner at the Jones Day law firm. The groups alleged that DoubleClick hired Jones Day to represent the company before the FTC on its acquisition by Google, the leading Internet search company.

The Majoras’ relationship “calls into question the ability of the commission to render decisions that are fair and just,” the groups said.

Deborah Majoras said Friday that Jones Day hasn’t appeared before the FTC on the transaction, and is only representing DoubleClick before the European Commission, which is also scrutinizing the deal. John Majoras said Wednesday that he has not been involved in any aspect of the transaction.

In a statement, Deborah Majoras said that her husband was no longer an equity partner in the firm.

“Any decisions that I may make in any case in which Jones Day represent a party cannot be said to directly and predictably affect my husband’s interest in Jones Day. Hence, I do not have a financial conflict in this matter,” Majoras said in a statement.

Marc Rotenberg, of the Electronic Privacy Information Center, and Jeff Chester, of the Center for Digital Democracy, said in a statement that “we do not believe that the chairman has made a persuasive case against recusal.” The two groups requested the recusal on Wednesday.

They argued that, contrary to what Majoras said, Jones Day had advertised on its Web site that it represented DoubleClick at the FTC. But, they said, that information was pulled off the site after their recusal request.

Statement of Chairman Deborah Platt Majoras

More at FTC.

Related:

Senators Urge FTC to Review Google-DoubleClick Deal Closely

EU Opens In-Depth Investigation of Google’s DoubleClick Purchase

NEW YORK and FRANKFURT, Germany — Dec 13, `07 — JetBlue Airways and Deutsche Lufthansa AG today announced an agreement for Lufthansa to make a minority equity investment in JetBlue. This transaction represents the first significant investment by a European air carrier in a U.S. point-to-point air carrier.

Under the terms of the agreement, which has been approved by the Boards of both companies, Lufthansa will purchase in a private placement approximately 42 million newly issued common shares of JetBlue, or 19% of JetBlue’s equity after giving effect to the issuance.

Lufthansa is acquiring the shares at a price of $7.27 per share, or a total of approximately $300 million, representing a 16% premium to yesterday’s closing price of $6.25.

The agreement provides that a Lufthansa nominee will be appointed to the Board of Directors upon the closing of the transaction. The Lufthansa nominee will be a Class II director and will be up for election at JetBlue’s annual meeting in 2008.

Both airlines also look forward to exploring potential opportunities for further cooperation for the benefit of their customers. No specific areas of potential cooperation have been agreed. More at JetBlue, Lufthansa.

Chicago, IL – NAVTEQ on Wednesday, Dec 12, announced that its stockholders have approved the previously announced merger agreement entered into with Nokia at the special meeting of stockholders held earlier today.

Over 75% of the issued and outstanding shares of common stock eligible to vote, representing over 99% of the total votes cast at the special meeting, were voted in favor of the adoption of the merger agreement.

Adoption of the merger agreement by NAVTEQ stockholders satisfies one of the conditions to completion of the merger between NAVTEQ and Nokia. Completion of the merger is also subject to receipt of regulatory approvals and the satisfaction of the other closing conditions set forth in the merger agreement. More at Navteq.

NEW YORK — AT&T said on Tuesday it will stop selling satellite television services from DirecTV Group in the first quarter in a sign the phone company may favor EchoStar as its sole satellite partner, Reuters reports.

Reuters further writes, “Still, AT&T Chief Financial Officer Rick Lindner told Reuters separately that the company has not made a final decision on the matter and could take until the second half of 2008 to decide.

AT&T has a marketing partnership with EchoStar in some markets and with DirecTV in others, and the phone company is also expanding its own video service called U-verse, which is delivered over high-speed fiber optic cables.

The company said it would stop offering DirecTV’s services to phone customers in the first quarter, while its current agreement with EchoStar extends until the end of 2008.” More at Reuters here and here.

LONDON — Dec 12, ‘07 — Microsoft has acquired Multimap, one of the United Kingdom’s top 100 technology companies and one of the leading online mapping services in the world.

The acquisition gives Microsoft a powerful new location and mapping technology to complement existing offerings such as Virtual Earth, Live Search, Windows Live services, MSN and the aQuantive advertising platform, with future integration potential for a range of other Microsoft products and platforms. Terms of the deal were not disclosed.

Multimap will operate as a wholly owned subsidiary of Microsoft, as part of the Virtual Earth and Search teams in the Online Services Group. The acquisition is the latest in a series of moves as Microsoft seeks to expand its online services to deliver software, services, and premium content and applications to consumers and businesses.More at Microsoft.

- Retail Store Operations Will Wind-Down, Offering Consumers Attractive Holiday Bargains on Computer and Electronics Products

DALLAS, Dec 07, ‘07 /PRNewswire/ — CompUSA today announced that it has been acquired by an affiliate of Gordon Brothers Group, LLC, a global advisory, restructuring and investment firm specializing in retail, consumer products, real estate and industrial sectors. Terms of the transaction were not disclosed.

Gordon Brothers Group will initiate an orderly wind-down of CompUSA’s retail store operations and is engaged in discussions with various parties regarding the sale of certain assets. CompUSA’s 103 retail stores will remain open and staffed during the holiday season, and will offer consumers attractive bargains on computer and electronic products as part of store closing sales.

Active discussions are under way to sell select stores in key markets as well as the company’s highly-regarded technical services business,
CompUSA TechPro, and its productive Internet sales operation, CompUSA.com. CompUSA TechPro and CompUSA.com will be operated by the company as going concerns until any sale transactions are closed.

CompUSA will be run by Bill Weinstein, a Principal at Gordon Brothers Group, acting as Interim President, and by Stephen Gray, Managing Partner at restructuring firm CRG Partners, who will serve as Chief Restructuring Officer. Current CEO Roman Ross will continue to serve the company in an executive advisory capacity during the transition period.

DJM Realty, a Gordon Brothers Group company that specializes in real estate disposition and valuations, will assist in assessing the leases for
CompUSA’s store locations. More at PRNewsWire.

WASHINGTON — Dec 5, ‘07 — The chairman of the Federal Communications Commission defended his plan to ease media ownership restrictions at a congressional hearing on Wednesday, saying it would leave a “high hurdle” to consolidation in smaller markets.

Facing close questioning from a House subcommittee, FCC Chairman Kevin Martin denied criticism that the plan to relax ownership restrictions in the top 20 U.S. markets would also open the door for local newspapers and TV broadcasters to combine in smaller markets around the United States.

Martin said proposals to combine newspapers and TV stations in smaller markets would still face a steep climb to get FCC approval.

The comments came during a hearing of the House subcommittee on the Internet and Telecommunications held to air concerns about Martin’s proposed changes to the 32-year-old ownership restrictions.

Martin and his fellow commissioners appeared before the House Subcommittee on Telecommunications and the Internet Wednesday in a lengthy hearing to field questions about proposed changes in media ownership rules.

The chairman released the text of a proposed rule on Nov 13 that he said would allow a radio or television broadcaster to own a newspaper, but only in the nation’s 20 largest markets. But Democratic commissioners Jonathan Adelstein and Michael Copps say the rule creates a broader exception than what is currently on the books.

The commission is scheduled to vote on the cross-ownership rule Dec 18. Democrats on the commission and on the House panel have accused Martin of not allowing enough time for public review of his proposal.On Tuesday, the Senate Commerce Committee approved a bill that would delay the adoption of Martin’s proposal for at least six months until the agency completes studies on localism and minority ownership.

The commissioners are scheduled to make another trip to Capitol Hill before the ownership vote. On Dec 13, they will testify before the Senate Commerce, Science and Transportation Committee.

WASHINGTON — Dec 04, ‘07 — US antitrust authorities said on Tuesday they have approved IBM’s purchase of software maker Cognos for $5 billion, Reuters reported.

IBM’s proposal to buy Canada-based Cognos, the last major independent maker of business intelligence software, was on a list of approved deals that the Federal Trade Commission releases periodically.

Cognos makes software that combs through vast amounts of data to analyze business trends. For example, Harrah’s Entertainment uses a Cognos program to keep frequent gamblers coming back to its casinos.

Software is IBM’s fastest-growing and most profitable division. IBM also uses software products to get customers to buy its consulting services and hardware. More at Reuters.

San Antonio, Texas — December 3, 2007 — AT&T has announced that AT&T, through an affiliate, has entered into a definitive agreement with Edge Wireless Holding Company to acquire full ownership in Edge Wireless, a regional wireless company with approximately 172,000 subscribers that operates in several markets in the Pacific Northwest.

Under the terms of the agreement, AT&T, which has held a minority ownership interest since Edge Wireless’ inception in 2000, will acquire the remaining 64.3 percent of the company.

The addition of Edge Wireless’ GSM network will complement AT&T’s existing GSM networks in Northern California, Oregon, Idaho and Wyoming. AT&T customers will enjoy broader in-network coverage in these areas, and Edge Wireless customers will gain access to AT&T’s full portfolio of products and services as well as AT&T’s fully integrated GSM network, which now covers more than 290 million people in 13,000 U.S. cities and towns.

The transaction is contingent upon regulatory approval and is expected to close by mid-2008. AT&T.

Paris, France — Dec 02, ‘07 — The French and US companies behind the hugely popular video games “World of Warcraft” and “Call of Duty” announced Sunday that they are merging in an 18.9 billion dollar deal, which could shake up the global video games industry.

Vivendi, the French media and entertainment conglomerate, said Sunday that it planned to acquire a controlling stake in the US video game publisher Activision in a deal aimed at taking advantage of booming video game markets like South Korea and China.

Under the agreement, which values Activision at $18.9 billion, Vivendi would combine its game division with Activision, creating the largest video game company in the world that is not owned by a maker of game consoles.

Vivendi and Activision executives said that by combining the two game businesses, they could help Activision, which has developed popular games for consoles like the Sony PlayStation 3 and Microsoft’s Xbox 360, move more strongly into online “massively multiplayer” games, which have legions of devoted fans in Asia and elsewhere.

Vivendi has specialized in multiplayer games like “World of Warcraft,” which has more than nine million players worldwide, including millions of paying subscribers in China and South Korea, making them some of the only successful Western entertainment exports in a region ravaged by piracy.

Blizzard is the biggest player in online gaming and Warcraft is the global market leader of what are known as massively multi-player online role-playing games, or MMORPGs.

It is currently owned by the French media group Vivendi. As part of the merger plan, Blizzard will invest $2bn in the new company, while Activision is putting up $1bn.

The merged business will be called Activision Blizzard and its chief executive will be Activision’s current CEO Bobby Kotick. Vivendi will be the biggest shareholder in the group.

Jean-Bernard Levy, Vivendi chief executive, said: “This alliance is a major strategic step for Vivendi and is another illustration of our drive to extend our presence in the entertainment sector. “By combining Vivendi’s games business with Activision, we are creating a worldwide leader in a high-growth industry.”

Meanwhile, as news of the merger reached the ears of videogamers Sunday morning, many of them began to wonder if they should be getting ready to play a merged game called “World of Guitarcraft.”

More at Vivendi. (in pdf)