微软平台与业务部门总监Kevin Johnson 2月22日写给部门员工的关于收购雅虎的内部邮件

转自http://www.techcrunch.com/
由 JEFF WENG 翻译

From: Kevin Johnson
Sent: Friday, February 22, 2008 12:48 PM
To: Platforms & Services Division
Subject: Update on Yahoo! Proposal

I want to provide all employees in the Platforms & Services Division with an update on our February 1 proposal to combine with Yahoo!, and answer a few common questions that have been asked.

这里我想和平台与业务部门的所有员工分享一些关于2月1号发布的关于和雅虎合并的最新消息，并回答一些关于此的提问。

As we’ve discussed, the online advertising industry is growing rapidly and is expected to be an $80B industry by 2010. We believe our proposal is a compelling one and that the combination of Yahoo! and Microsoft creates a more credible alternative to an increasingly dominant player in the advertising industry. We are committed to building great services for consumers while delivering great value to advertisers and publishers. We have been very thoughtful about this combination, and are excited about what our two companies can do together to collectively target growth opportunities in online services, search, and advertising.

正如我们讨论的，在线广告市场迅速发展并有望在2010年达到800亿美元的规模，合并之后将在此领域增加一个极具竞争力的竞争者，我们承诺为客户创造良好的服务，同时为广告客户和发布者带来极大的利益。关于此次合并，我们深思熟虑，并为我们两个公司在线上服务，搜索，在线广告领域共同把握增长机遇的相互优势感到兴奋。

It is important to remember that, while we have made what we believe to be a very compelling proposal for Yahoo! shareholders and employees, we do not have an agreement in place with Yahoo! at this time. While Yahoo!’s Board and management consider our proposal, let me share a perspective on the process going forward:

当然，我们也要看到，这个我们认为对雅虎股东和员工同样有利的合并提议目前还未得到雅虎方面的认同。在雅虎董事会和管理层考虑这个提议的时候，让我展望一下事项的进展。

While Yahoo! has issued a press release rejecting our proposal, we continue to believe we have a full and fair proposal on the table. We look forward to a constructive dialogue with Yahoo!’s Board, management, shareholders, and employees on the value of this combination and its strategic and financial merits.

尽管雅虎方面曾发布了一个声明拒绝我们的提议，我们仍然相信我们的提议是平等的，我们期望基于合并所能带来的战略和财务上的好处能与雅虎董事会、管理层、股东、员工有一个富有建设性的对话。

If and when Yahoo! agrees to proceed with the proposed transaction, we will go through the process to receive regulatory approval, and expect that this transaction will close in the 2nd half of calendar year 2008. Until this proposal is accepted and receives regulatory approval, we must continue to operate our business as we do today and compete in this rapidly changing online services and advertising marketplace.

一旦雅虎方面同意，我们就将进入正式流程，并有望与2008下半年完成合并。在合并接纳并完成之前，我们仍将象现在一样运作并尽力在快速增长的在线服务和广告领域中奋斗。

It is important to note that once Yahoo! and Microsoft agree on a transaction, we can begin the integration planning process in parallel with the regulatory review. We can create the integration plan but we cannot begin to implement it until we have formal regulatory approval and have closed the transaction. Because the integration process will be critical to our success as a combined company, we are taking this very seriously. We have recent – and successful - experience in this arena, including our integration planning with aQuantive and Tellme, both of which led to successful combinations of talent, assets, and infrastructure.

要注意到当两个公司同意合并，我们的整合和调整将并行，在获得正式批准之前，我们可以开始计划整合，整合很关键，我们必须慎之又慎，当然，我们有这方面的成功经验，比如与aQuantive 和Tellme的整合。

Our proposal includes a thoughtful integration planning process for a Microsoft-Yahoo! combination. It is important to me that this process includes leaders from Yahoo! and Microsoft and is done in a way that enables us, together, to make decisions in a collaborative way. Importantly, this will be an inclusive process with Yahoo! employees as they are a key part of our success as a combined company.

我们的提议包括一个经过深思熟虑的微软－雅虎合并流程，这个流程包括两个公司的领导层共同决策，同样重要的是，也包含雅虎员工。

With the above process and timeline in mind, I want our teams to stay focused on existing commitments and goals. We should continue to make progress against our plans for online services.

基于上面所述的流程和时间，我希望我们部门的员工坚守岗位，为我们在线服务的目标继续努力。

There has been a lot written about various aspects of our proposal. And there are compelling opportunities and tough challenges ahead. While it’s hard to predict the future, I want to convey my sense of where things are by responding to a set of common questions that have come up from employees.

合并提议有许多内容，前方挑战和机遇并存，我们无法预测未来，这里我希望回答员工提到的一些问题。

Q: What are the benefits of a Microsoft-Yahoo! combination?

Q:微软和雅虎合并后有什么好处？

A: First, the industry needs a more compelling alternative in search and online advertising. I have personally met with top executives of the major media companies, and I know there is a desire for more competition in search and online advertising. Without this, there’s less innovation, less competition, and less value being generated for consumers, advertisers, and publishers. Together, Microsoft and Yahoo! would have an opportunity to change and evolve the experiences and value we deliver to all of these groups.

A:首先，业界需要搜索和在线广告领域多一个有竞争力的替代者，我在与业界一些媒体公司的高层见面中了解到他们有这个需求，如果没有的话，那就没有创新，没有竞争，没有顾客的更高利益。微软和雅虎的合并可以将二者的经验与优势相加，带给客户更多好处。

For consumers and developers, our expanded R&D capacity would allow us to drive innovation in emerging user experiences in areas such as search, video, mobile, commerce, and social media. Already, our collaborative work with Yahoo! on interoperability between our instant messaging services has benefitted consumers and made it easier for them to stay connected with friends and family.

对于客户和开发者来说，我们扩充了研发能力，就能在服务、视频、移动、商务、媒体等诸多领域带来更多创新性。比如，我们的即时通信与雅虎系统的协同工作已经给顾客带来了更多方便，他们可以与朋友和家人保持时刻联络。

For advertisers and publishers, scale economics would allow us to deliver more value to this customer base. By combining search and non-search advertising inventory on a single ad platform, yield is also improved. The other benefits and opportunities may include improving return on investment and decreasing the cost and complexity of running multiple campaigns. We also believe in an extensible ad platform. From my discussions with top advertising agency executives, they share this belief and want to play a key role in extending this ad platform for incremental value to advertisers.

对于广告客户和发布商来说，规模效益将给我们带来更多客户基础，将搜索和非搜索广告合并到一个平台，效率也得到提升，另一个好处是投资回报更高，成本降低，复杂度也降低了。在我与业界领先的广告代理商高层会面时，他们也认同并希望能在这个统一的广告平台上扮演更重要的角色。

For shareholders, a successful combination would provide superior value and an opportunity to participate in the upside of the combined company. There are expected operating efficiencies driven by synergies from eliminating redundant operating expenses, redundant capital expenses, and ensuring appropriate headcount allocation by function.

对于股东来说，成功的合并带来更大的优势，不仅减少了重复的运营成本，重复的资本投入，并能在人力配置上更加合理。

The focus of our combined company will be to build great experiences and platforms for our joint consumers, advertisers, and publishers. I am confident in the collective engineering & business talent we have at Microsoft and Yahoo! to drive towards this vision.

焦点在于合并的公司能为我们共同的消费者、广告客户和发布商建立更好的平台，为达到这个目标，我对我们两个公司拥有的技术和商业人才感到十分自信。

Q: What impact would this combination have on staffing? Would there be any reductions?

Q: 这个合并对员工有无影响，会有裁员么？

A: People are the single most important asset in this combination. We want the very best talent at the combined company, and we will demonstrate this to Yahoo! and Microsoft employees at each step of the deal. There’s no question we will dedicate significant rewards and compensation to Yahoo! and Microsoft employees.

A: 人是我们这次合并的最重要财产，我们合并后的公司需要最优秀的人才，在每一个操作步骤中，我们都会向微软和雅虎员工说明这点，毫无疑问，我们会为两个公司的员工提供丰厚的奖励和补偿。

While some overlap is expected in any combination of this size, we should remember that Microsoft is a growth company that has hired over 20,000 people since 2005, and we would look to place talented employees throughout the company as a whole. We have no shortage of business and technical opportunities, and we need great people to focus on them.

当然，这样大的规模，任何合并都是可能产生工作岗位上的重迭的，微软从2005年开始就有20,000名员工，我们将把两个公司的所有人才统一配置，我们不缺机会，我们需要人才。

Q: How should we view the two cultures at Microsoft and Yahoo!? How would we bring the two cultures together?

Q: 我们如何看待两个公司的不同文化，我们如果把两个不同的文化合二为一？

A: Both companies share a passion for great engineering, creativity, and development of services and technologies that truly can change the world. Respect for both the creative and analytical aspects of advertising is core to both companies, along with recognition that advertising is an industry that represents opportunity and growth. We would have an opportunity to bring together the best of both companies – Microsoft’s culture of innovation, and long-term commitment to tough R&D problems, with Yahoo!’s blend of Web-centric DNA and innovative engineering, 21st century media expertise, and advertising talent. Some aspects of the two cultures will naturally merge quickly and some will remain unique in the near-term and merge more slowly over time. At Microsoft today, we have a corporate culture, but individual teams develop, nurture, and retain a culture of their own as well. The culture of the combined entity will be shaped by individuals and teams from both Yahoo! and Microsoft.

A: 两个公司有一个共同点，那就是在伟大的工程、创造性和改变世界的服务和技术的激情。重视广告领域的创新和理性分析是共同的核心，广告市场饱含机遇和发展，我们将把两个公司最好的合在一起：微软的创新文化，对研发问题的长期承诺，雅虎的网络基因、创新科技共同体，21世纪的媒体经验，广告天赋。两个文化有些会很快自然融合，有些在短期内会保持个性，融合需要时日。今天的微软，我们有一个公司整体的文化，同时每一个团队又发展和保持了自己的文化。合并后的文化会被雅虎和微软的每一个人和每一个团队继承和发展。

Q: How would we address the multiple brands and technologies within Live, MSN, and Yahoo!? Which brand would we keep?

Q: 合并后我们将如何对待多品牌，比如Live,MSN,Yahoo!，我们用哪个品牌？

A: Both Microsoft and Yahoo! have great brands and technologies. Yahoo! has a very strong consumer brand and we are committed to build on the Yahoo! brand as a major part of the combined products and services we deliver to customers. The Yahoo! brand is one of the reasons the combination of the two companies would create so much value. It is premature to say which aspects of the brands and technologies we would use in our combined offerings. As part of the integration planning effort, it is important that we enable a joint team of leaders from Microsoft and Yahoo! to make thoughtful decisions about brands and technologies. How we integrate Microsoft and Yahoo!’s brands, products, and services are the types of decisions that would be made during this integration planning process—by leaders from both companies—and implemented over time after the transaction closes.

A: 无论是微软和雅虎都有很多伟大的品牌和技术，雅虎有很强的客户品牌效应，我们承诺将在合并的产品中继续保留和建设这个主要的品牌。雅虎这个品牌是两个公司合并能创造这么大价值的一个原因。当然现在说在将来集成的产品中使用哪个品牌还太早了。我们将会成立一个团队包括双方的领导层来对品牌和技术进行深入考虑，并考虑如何整合品牌和产品服务，这也是整合计划的重要内容。

Q: If we move forward with a combination, what’s our plan for addressing Yahoo!’s technology infrastructure, since it’s non-Windows based?

Q: 如果我们整合，我们如何定位雅虎的技术架构，比如它的非基于windows系统？

A: Services we’ve acquired over the years have been based on both Windows and open source technologies. Although Windows is our strategic platform and in some cases the teams ultimately migrated their products to Windows for a variety of reasons, in other cases we have prioritized continuity and have used open interoperability mechanisms to achieve effective systems integration. Yahoo! has made significant investments in both its skills and technologies, so we would work closely with Yahoo! engineers to make pragmatic platform and integration methodology decisions as appropriate, prioritizing above all how those decisions would impact customers.

A: 我们之前曾经收购过基于windows的和开源的技术，尽管windows是我们的策略平台，有时候，最终移植到windows平台上，其他时候，我们采用开放互操作机制来达到系统整合效果。雅虎在技术上投入巨大，我们会与雅虎工程师紧密合作来整合系统，以尽量减少对客户的影响。

Q: Would we maintain locations in both Silicon Valley and Redmond?

Q: 我们会在硅谷和Redmond继续办公么？

A: Absolutely. Silicon Valley is one of Microsoft’s largest presences outside our Redmond headquarters, with nearly 1,800 employees in a variety of key engineering and business roles. Yahoo!’s campus houses over 10,000 employees and plays a key part in their innovative culture. In bringing the companies together, we would be committed to maintaining Yahoo!’s significant presence in Silicon Valley, and we anticipate that there would be exciting opportunities for a combined Microsoft and Yahoo! talent base in Silicon Valley, Redmond, and many other cities worldwide.

A: 那当然，硅谷是微软在Redmond总部外最大的的办公地点，有1800名各个领域的员工，这里的雅虎基地有大约10,000名员工，合并后，雅虎的硅谷办公地点会保留，这样，在硅谷，Redmond和世界各地许多城市都会有办公地点。

Q: How does this impact our relationship with customers and partners?

Q: 这样会对我们的客户和合作伙伴有什么影响么？

A: Our commitment to customers and partners remains paramount. While this proposed combination is exciting, Microsoft and Yahoo! remain separate companies and will continue to compete in the marketplace.

A: 我们坚守对客户和合作伙伴的承诺，合并后微软和雅虎保留各自的公司并在各自的领域发展。

At the appropriate times, we will update you further on progress and news regarding this proposed transaction.

在合适的时候，我们会通报更多关于对合并的进展和消息。

Thanks again for your continued focus on our business and customers during this period.

Regards,

Kevin Johnson, President
Microsoft Platforms & Services Division