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Microsoft will announce shortly that they have withdrawn their offer to acquire Yahoo. Talks between the two companies and their advisors broke down earlier today, according to a source close to Microsoft, after a failure to come to agreement on price and other terms.

A final meeting occurred today at Microsoft headquarters in Redmond, between Jerry Yang and David Filo from Yahoo, and Kevin Johnson and Steve Ballmer from Microsoft. At that meeting, Yahoo said the lowest price they could accept was $37/share. Microsoft reportedly went as high as $33/share. Yang and Filo returned to California shortly after the meeting, and Yang then had a subsequent phone conversation with Ballmer. At that time Ballmer withdrew the offer.

Other facts are emerging around recent negotiations between the companies. A rough timeline:

• No meaningful talks occured between the companies until after Microsoft sent a letter to Yahoo on April 5 with a three week deadline to complete a deal.
• On April 15, execs from both companies met in Portland, Oregon to discuss valuation and integration issues.

• Following that April 15 meeting both sides signed a non disclosure agreement not to discuss any negotiations until after the April 26 deadline that Microsoft set in their April 5 letter.

• On April 18, Microsoft and Yahoo advisors had a phone conversation; Yahoo signaled a minimum price of $40/share.
• On April 29, there were multiple phone conversations between the companies; Yahoo supposedly said they would be willing to move from the $40 price and requested that Microsoft not go hostile or walk from the deal.
• On April 30 the teams met in California. Yahoo said $38 gets the deal done.

Microsoft is making it clear that this is not just a breakdown in discussions between the companies. They are withdrawing their earlier bid and are saying they will not go hostile. They’re walking away cleanly from the deal.

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