Just like you never want to hear a doctor say "oops" in the operating room, you never want to see a going-concern statement in a financial report about a company you own. Accountants throw these in when they've been over the books, talked to customers, and checked the horoscopes and have concluded there is "substantial doubt" about a company's ability to remain in business. In short, don't blame the accountants if the company files for bankruptcy protection.

You¿d reckon that a going-concern statement would be enough to send investors running to the exits, but it's not. True, many large institutions automatically bail when an existing company gets slapped with one of these, but many individuals (often wrongly) take a chance they know more than the bean counters.

During the tech boom of the late 1990s, many companies actually went public even though they had been hit with going-concern statements. Many of those companies subsequently disappeared. Enough said.

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Thursday, June 12, 2008

No Deal: Microsoft, Yahoo End Talks

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FOXBusiness

The on-again, off-again talks of a Yahoo!-Microsoft marriage may finally be over.

Yahoo! (YHOO) disclosed Thursday that discussions with Microsoft (MSFT) regarding a possible transaction have concluded without a deal being reached. Yahoo! said the talks that have ended include an outright acquisition and a partial acquisition.

The news, which was first reported by The Wall Street Journal, sent shares of Yahoo! more than 10% lower and helped lift Google (GOOG) and Microsoft. The Journal also reported that Yahoo! is close to a search advertising deal with rival Google.

Yahoo! said Thursday that when it met with the company on June 8, Microsoft representatives "stated unequivocally that Microsoft is not interested in pursuing an acquisition of all of Yahoo!, even at the price range it had previously suggested."

Given those developments, Yahoo! board of directors decided a transaction for the company's search business alone "would not be in the best interests of Yahoo! stockholders."

However, Microsoft responded late on Thursday, saying that while it's still not interested in "rebidding" for the whole company, it is leaving the door open to an alternative transaction that "would have delivered in excess of $33 per share to the Yahoo! shareholders." According to the Journal, Microsoft offered $35 per share for 16% of Yahoo as part of an alternative deal.

Now that Yahoo! says a deal with Microsoft isn't in the cards, the company is expected to announce a separate deal with Google to outsource its online ad platform to secure additional revenues.

The search business was the major reason why Microsoft first unveiled its intent to buy Yahoo! back in late January. Microsoft CEO Steve Ballmer felt that acquiring Yahoo!, which is the number two search engine behind Google, would be a quick way for the company to bolster its Internet business.

The original offer was valued at $44.6 billion and represented a 62% premium on Yahoo!'s share price at the time. However, Yahoo! signaled an unwillingness to be absorbed by the software titan at that price. The ensuing months featured a series of negotiations between the two sides that failed to yield a deal.

Last month Microsoft withdrew an oral offer of $33 per share, or $47.5 billion, as the talks broke down over price. According to Microsoft, Yahoo! was looking for a deal closer to $37 per share.

As Yahoo! came under intense pressure from shareholders who felt CEO Jerry Yang should have taken the offer, the company began talking to Microsoft once again about some kind of business alliance though not an all-out acquisition.

Much of the pressure put on Yahoo! came the way of billionaire activist investor Carl Icahn, who nominated his own slate of directors and made his intent to oust Yang public.