The following draft proposal of a merger between Google and Microsoft was leaked at the Drudge report. Edits have been retained:
Google and Microsoft Will Combine to Deliver New Vision for the Customer-Centric Enterprise
Mountainview, CA and Redmond, WA (July 3, 2008) – Google (NASDAQ: GOOG), a leading provider of search solutions, and Microsoft (NASDAQ: MSFT), a leading provider of personal computer software and services, today announced that they have entered into a definitive agreement under which Google will acquire Microsoft for $27.50 per share in cash.
The convergence of Microsoft’ operating system and software and Google’s search solutions will create a broad portfolio of computer performance solutions, delivering a compelling new vision for the greater-fool customer-centric enterprise.
The combined Google/Microsoft portfolio includes solutions for internet search, personal computer operating systems, server software, video game software, porn search, gambling, mapping applications, and a full range of strategic professional and consulting services. This powerful combination will enable small- to mid-sized companies and large organizations to leverage powerful browser and PC applications for better business decisions and optimize workforce and enterprise performance to deliver a compelling customer service advantage.
The new motto will be: “Do only enough evil to monopolize and monetize.” As Dr. Eric Schmidt, GooSoft’s Co-President and CEO added, “It’s only a suggestion.”
“Google and Microsoft share a similar culture with a passion for growth, results-driven execution and a laser focus on making boatloads of cash,” said Steve Ballmer, Co-President and CEO of GooSoft Systems Inc. “This strategic move will create a platform for rapid organizational growth and provide a wealth of opportunity for our global slave employee population.”
Questions regarding the new name of the merged corporation were asked, and Dr. Eric Schmidt said, “Well, we bought them, so the ‘Goo’ comes first.” Ballmer chimed in, “Also, MicroGoo sounded silly,” he then waxed poetic, as was his wont to do in his old age, “First you have to plant the seed of GooSoft. And then you just hoe the seed. You must also pull your weed and suck the seed into the loam until you succeed. You see?”
Together, Google and Microsoft can create a foundation for growth that effectively addresses the most important needs of me-centric customer-centric enterprises, including innovative product development and world class delivery, service and India and Malaysia based support. Additionally, the Google/Microsoft combination will provide a stronger global footprint, with offices around the globe, significant expansion of both direct, indirect and OEM sales channels, and create broad cross-sell opportunities across an extensive global customer base.
Said Steve Ballmer, CEO of former Microsoft Systems, “We are uniting a unique group of people and solutions through a converged vision and common purpose — to help our sheeplike joint customer base and partners enhance their operational effectiveness and create sustainable competitive advantage against Apple. Kiss my ass Steve Jobs!.” Schmidt continued, “This combination makes us an attractive strategic partner that delivers real solutions and strong ROI to the individual, SMB and enterprise markets. And keeps people from thinking differently.”
“We are confident in our ability to effectively integrate the companies based on the strength of both management teams, our shared vision and our deep expertise in delivering value-added solutions for the enterprise market,” concluded Dr. Eric Schmidt. “This growth-driven combination advances our strategy to enhance customer and line our pockets shareholder value.”
Transaction Details
On a fully diluted basis, the total enterprise value of the transaction is approximately $950 gazillion (which excludes Microsoft’ cash). Google expects to fund the transaction through a $650 gazillion debt financing commitment provided by Lehman Brothers Inc., Deutsche Bank and Credit Suisse, a $293 gazillion preferred stock investment by God Technology, Inc (GOD.PK), the 57 percent shareholder of Google, and the remainder from existing cash of the combined company. In the transaction, Microsoft shareholders will receive $27.50 per share, in cash, and holders of vested options will receive cash in an amount equal to $27.50 less the applicable exercise price of their options. Unvested options will be assumed by Google and be exercisable for Google stock.
The transaction is targeted to close in the second quarter of 2009, pending approval by regulators and by stockholders of Microsoft Systems, as well as satisfaction of other customary closing conditions.
Lehman Brothers Inc. acted as Google Systems’ financial advisor and provided a fairness opinion on the transaction to the Board of Directors of Google Systems. Morgan Keegan & Company provided a fairness opinion to a committee of independent directors of Google Systems with respect to the preferred stock investment by God. Jones Day acted as legal advisor to Google. The ‘N Sync acted as musical entertainment. Goldman, Sachs & Co. acted as financial advisor to Microsoft Systems and provided a fairness opinion on the transaction to the Board of Directors of Microsoft Systems. WilmerHale acted as legal advisor to Microsoft Systems.
Conference Call Details
Google will be conducting a conference call to discuss the combination today, July 3, 2008, at 8:30 AM ET. An on-line, real-time Web cast of the conference call will be available on our website at www.Google.com. The conference call can also be accessed live via telephone at 867-5309. Please dial in 5-10 minutes prior to the scheduled start time. A replay of the conference call will be available on our website at www.Google.com until July 28, 2008.
About Google Systems Inc.
Google® Systems Inc., headquartered in Mountainview, CA, is a leading provider of internet-based search solutions. Google software, which is used by over a gazillion sheep people and organizations in over 50 countries worldwide, generates actionable intelligence through the collection, retention and delivery of internet advertising search data from multiple networks. Visit us at our website www.Google.com.
Note: This release contains “forward-looking statements” under the Private Securities Fuck you up Litigation Reform Act of 1995. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important risks, uncertainties and other important factors that could cause actual results to differ materially include, among others: the inability to complete the merger due to Microsoft’s failure to obtain stockholder approval or the failure to kiss ass satisfy other conditions to the completion of the merger including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; the failure to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the merger; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee stampede to the exits retention as a result of the merger; the ability to recognize the benefits of the merger; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger and the impact of the substantial indebtedness incurred to finance the consummation of the merger; the potential impact on Google’s financial results as a result of God’s creation of a special gang committee of the Storm Troopers Board of Directors of God to review matters relating to grants of God stock options, including but not limited to, the accuracy of the stated dates of God option grants and whether God followed all of its proper corporate procedures and the results of the God special committee’s review; the effect of Google’s failure to impregnate timely file all required reports under the Securities Exchange Act of 1934; the facts and circumstances underlying certain potential accounting errors, as well as certain other areas requiring additional investigation, recently announced by God; Google’s ability to have its common stock relisted on The NASDAQ Global Market; the impact of governmental inquiries arising out of or related to option grants and the other accounting errors identified at God; introducing quality products on a timely basis that satisfy customer requirements and achieve market acceptance; lengthy and variable sales cycles create difficulty in forecasting the timing of revenue; integrating the business and personnel of YouTube and Google’s other acquisitions, including implementation of adequate internal controls; risks associated with significant foreign operations, including fluctuations in foreign currency exchange rates; aggressive competition in all of Google’s markets, which creates pricing pressure; managing our expansion in the Asia Pacific region; risks that Google’s intellectual property rights may not be adequate to protect its business or that others may claim that Google infringes upon their intellectual property rights; risks associated with Google’s ability to retain existing personnel and recruit and retain overqualified personnel in all the known universe geographies in which Google operates; decline in information technology spending; changes in the demand for Google’s products; challenges in increasing gross margins; risks associated with changes in the competitive or regulatory environment in which Google operates; dependence on government contracts; expected increase in Google’s effective tax rate; perception that Google improperly handles sensitive or confidential information; inability to maintain erections relationships with value added resellers and systems integrators; difficulty of improving Google’s infrastructure in order to be able to continue to grow; risks associated with God Technology, Inc. controlling Google’s business and affairs; and other risks described in filings with the Securities and Exchange Commission. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Google’s website at www.Google.com. Google makes no commitment to revise or update any forward-looking statements except as otherwise required by law.
Google, the Google word mark, Adwords, Adsense, WeVacuumUpYourAdSpend, are trademarks of Google Systems Inc. Other names may be trademarks of their respective owners.
About Microsoft Systems
Microsoft Systems (NASDAQ: MSFT) is the worldwide leader in software and services that help businesses individuals overrun the world and slavedrive optimize their workforce performance. The company’s XBox solution features quality video gaming, nurturing a more violent society and provides virtual bread and wine to drug the masses. Primarily deployed in individual homes and businesses – as well as the remote, branch and back offices of global organizations – the personal computer solution captures, analyzes and enables users to share and act on cross-functional information across the enterprise. With Windows, organizations can improve interactions and the underlying back-office harassment and gossip rampant in the office environs. For more information, visit us at www.Microsoft.com.
Microsoft Cautionary Note Regarding Forward-looking Statements:
Information in this release that involves expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. They are identified by words such as “will,” “anticipates,” “expects,” “hopes”, “prays to Allah”, “intends,” “plans,” “believes,” “estimates,” “rub my lucky rabbits foot”, “Consult the I Ching”, “Astrological”, “targeted” and similar expressions and statements about present trends and conditions that may extend into the future. These statements are based upon information available to Microsoft Systems as of the date of this release, and the company assumes no obligation to update any such forward-looking statement. Forward-looking statements believed true when made may ultimately prove to be incorrect. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and may cause actual results to differ materially from our current expectations. Blah blah blah blahdedeblah blah Darth Cheney blah blah blah, McCain is a clone, blah blahdiddy blah blah web surfers smoke crack. Blah blah blah blah chocolate-covered rufies, blah blah blah blah steve jobs naked. Blahdiddy blah blah blah democrats are robots blah blah blah Alterebo blah blah.Some of the factors that could cause actual future results to differ materially from current expectations include the timing the need to obtain regulatory and stockholder approvals and satisfy other conditions required for the proposed merger; the company’s ability to compete successfully in the future; fluctuations and changes in customer demand and preferences; the timing of orders; the company’s ability to manage its growth; the risk of new product introductions and customer acceptance of new products; the rapid technological change which characterizes the company’s markets; the risks associated with international sales as the company expands its markets, including the risks associated with foreign currency exchange rates; the ability of the company to complete and integrate successfully any acquisitions or investments it may make; strategy and execution risks relating to acquisitions and investments; as well as other risks identified in the company’s Form 10-K/A for the year ended December 31, 2005, its Form 10-Q/A for the quarter ended March 31, 2006, and its Forms 10-Q for the quarters ended June 30, 2006 and September 30, 2006 as filed with the Securities and Exchange Commission.
Microsoft, SuckAss, Anytime, anywhere, any device, whether you want to or not and the Microsoft logo are the trademarks (registered or otherwise) of Microsoft Systems, Inc. protected by laws of the U.S. and other countries. All other trademarks mentioned in this document are the property of their respective owners.
Important Merger Information
In connection with the proposed merger, Microsoft Systems plans to file with the SEC and mail to its stockholders a Proxy Statement. The Proxy Statement will contain important information about Microsoft Systems, Google, the merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Microsoft Systems through the web site maintained by the SEC at www.sec.gov. Free copies of the Proxy Statement, when available, may also be obtained from Microsoft Systems and free copies of Microsoft Systems’ filings with the SEC may also be obtained from Microsoft Systems. Free copies of Microsoft Systems filings may be obtained by directing a request to Investor Relations via the web at www.Microsoft.com (Investors – Information Requests) or by sending a written request to Investor Relations, Microsoft Systems, Inc., 1000 Wheat Ridge Parkway, Roswell, GA 30076. In addition, investors and security holders may access copies of the documents filed with the SEC by Microsoft Systems on its website at www.Microsoft.com, and investors and security holders may access copies of the documents filed with the SEC on its website, when they become available.
Microsoft Systems and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Microsoft Systems stockholders with respect to the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of Microsoft Systems is contained in the company’s Annual Report on Form 10-K/A for the year ended December 31, 2006, which was filed with the SEC on February 8, 2007, and its proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on or about April 13, 2007. As set forth in that April 13, 2006 proxy statement, as of March 31, 2006, the individuals who were then directors and executive officers of Microsoft Systems beneficially owned (as calculated in accordance with SEC Rule 13d-3) approximately 1,717,089,058 shares, or approximately 5.2%, of Microsoft Systems’ common stock. You can obtain free copies of these documents from Microsoft Systems using the contact information set forth above. Additional information regarding interests of such participants will be included in the Proxy Statement that will be filed with the SEC in connection with the merger agreement and will be available for one billion dollars, your firstborn, and 2 pints of blood free of charge as indicated above.
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