CUSIP No. 984332106
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
Third Point LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
65,000,000 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
65,000,000 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000,000 (see Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.15%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 984332106
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
Daniel S. Loeb
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) x
|
||||
3
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SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
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||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
65,000,000 (see Item 5)
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||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
65,000,000 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000,000 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.15%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1.
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Security and the Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be filed as Exhibits.
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1.
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Exhibit 99.1 – The Management Company’s Letter, dated September 8, 2011, to the Board of Directors of the Issuer
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2.
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Exhibit 99.2 - Joint Filing Agreement, dated as of September 8, 2011
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By: /s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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8/8/2011
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2,500,000
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11.5509
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8/9/2011
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3,000,000
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11.6947
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8/10/2011
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7,500,000
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11.8854
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8/11/2011
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5,000,000
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12.5671
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8/12/2011
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4,000,000
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13.2679
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8/15/2011
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2,000,000
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13.3793
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8/16/2011
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736,000
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13.4828
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8/17/2011
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2,264,000
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13.4912
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8/18/2011
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50,000
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12.9965
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8/24/2011
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4,000,000
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12.9784
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8/25/2011
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3,000,000
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13.0133
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8/26/2011
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1,107,000
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12.6406
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8/29/2011
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2,111,975
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13.4588
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8/30/2011
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3,081,025
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13.7655
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8/30/2011
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(790,000)
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13.7020
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8/31/2011
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440,000
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13.8244
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9/2/2011
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2,000,000
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12.9439
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9/6/2011
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2,297,000
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12.6887
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9/6/2011
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(297,000)*
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12.4900
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9/7/2011
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1,000,000
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13.4088
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Trade Date
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Transaction
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Shares
Acquirable
Upon Exercise
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Option Price
Per Share ($)
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Strike Price ($)
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8/12/2011
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Buy
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10,000,000
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2.1250
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12.50
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8/16/2011
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Buy
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5,000,000
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1.4395
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13.00
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8/29/2011
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Buy
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1,350,000
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0.8819
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14.00
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8/30/2011
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Buy
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3,462,500
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0.9179
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14.00
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8/31/2011
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Buy
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187,500
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0.9075
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14.00
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9/6/2011
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Buy*
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73,600
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1.5300
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12.50
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9/6/2011
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Sell*
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(73,600)
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1.5300
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12.50
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9/6/2011
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Buy*
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37,800
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0.7400
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13.00
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9/6/2011
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Sell*
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(37,800)
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0.7400
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13.00
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9/6/2011
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Buy*
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161,100
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0.4377
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14.00
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9/6/2011
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Sell*
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(161,100)
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0.4377
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14.00
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1)
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It is now widely accepted that the Board made a serious misjudgment in approving the hiring of Carol Bartz as Yahoo’s Chief Executive Officer, given her inexperience in the consumer-oriented internet space. Although we are pleased that the Board has terminated Ms. Bartz’s employment, we fail to understand why this decision was so long in coming given her abysmal performance over the last two and a half years. During this period, Ms. Bartz’s poor decision-making and communication skills publicly alienated the Company’s highly respected Asian partners, as well as its shareholders, sell-side analysts, bloggers, customers and employees.
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2)
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It is also now widely recognized that the Board made a gross error in turning down the $31 per share Microsoft bid in 2008, which would have generated significant returns for Yahoo’s shareholders. This mistake is all the more frustrating given Yahoo’s current depressed stock price of $13.61 per share — far below the Company’s intrinsic value, which we currently place in excess of $20 per share, as detailed below.
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By:
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/s/ William Song
|
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Name: William Song
Title: Attorney-in-Fact
|
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/s/ William Song
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Name: William Song
Title: Attorney-in-Fact
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