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Yahoo Faces Proxy Fight, Starboard Value Announces New Board Slate

Charging the current board of Yahoo ( YHOO ) with failing to deliver results for its shareholders, activist investor Starboard Value announced Thursday that it wants to sweep out all of the ailing Web company’s nine directors and replace them with its own slate during Yahoo’s 2016 shareholder meeting. “The management team and board of Yahoo have repeatedly failed shareholders. Time and again, operating results have been decidedly negative and materially worse than management’s guidance and external expectations,” said an open letter to Yahoo shareholders from Starboard Value managing member Jeffrey Smith, one of Starboard’s  Yahoo board nominees. “In fact, even after management publicly stated that EBITDA had troughed in the third quarter of 2014 and would grow going forward, EBITDA (earnings before interest, taxes, depreciation and amortization) actually fell 47% year-over-year.” Smith’s letter indicates that Starboard also doesn’t trust Yahoo’s current directors to perform in terms of either the strategic review of Yahoo’s core search and display ad business or with the eventual fate of Yahoo’s 15% stake in China e-commerce giant Alibaba Group ( BABA ) and its holdings in Yahoo Japan. “There are good reasons for shareholders to be highly concerned about the current strategic review process,” wrote Smith. “These are highly complex issues with many potential options, some of which will likely involve series conflicts of interest for management and certain board members.” Smith also said that despite “what appears to be strong interest from large strategic and financial buyers,” including Verizon Communications ( VZ ), in acquiring the core business, nearly two months have gone by “and it seems little progress has been made.” The company has hired three investment banks to evaluate potential bids. Starboard, which owns 1.7% of Yahoo’s outstanding shares, said that while Yahoo had not yet scheduled its annual shareholder meeting, the event typically occurs in late June. Yahoo said in a statement Thursday that one of its directors, company co-founder David Filo, “may be deemed to own approximately 7.5% of the company’s common stock.” The remaining board members do not own “in excess of 1% of the company’s common stock,” said Yahoo. Yahoo said it would review Starboard’s proposed director nominees and “respond in due course.” Yahoo This Month Appointed Two New Directors This month, Yahoo appointed two members to its board, Catherine Friedman, a former managing director at Morgan Stanley ( MS ), and Eric Brandt, a former chief financial officer of Broadcom ( AVGO ). Yahoo’s revenue growth has stalled for nearly a decade as ad dollars continue to slip away to rivals including Facebook ( FB ), Netflix ( NFLX ), Alphabet ( GOOGL )-unit Google, and others that include high-profile startups Snapchat and Pinterest. “We see this is a positive development for Yahoo shares, as we see Starboard continuing to push for strategic alternatives and maximum value for the company and its assets,” said S&P Global Market Intelligence analyst Scott Kessler in a research note Thursday. “This is gearing up to be an epic proxy fight, and we believe that this will create a significant overhang on Yahoo shares,” said Mizuho analyst Neil Doshi in an industry note on Thursday.  “ It’s unusual to see an investor try to replace an entire board, but this clearly highlights to us that Starboard does not trust any of the existing board members will do what needs to be done to create value for Yahoo shareholders. “If elected, we believe the new slate of directors brings a larger breadth of industry experience to the table and will be much more critical of Yahoo’s current management team.” Excluding Yahoo CEO Marissa Mayer, Doshi said just three of the other eight current directors have backgrounds in technology and media, “vs. seven of eight for Starboard’s nominees, excluding Jeffrey Smith, Starboard’s CEO and CIO.” Yahoo Pins Its Hopes On Mobile, Other ‘Mavens’ Yahoo owns about 385 million Alibaba shares, about 15%. After an initial plan to spin off its Alibaba shares, Yahoo reversed course following tax concerns. Yahoo stock was flat in early afternoon trading in the stock market today , near 35. Yahoo stock is down more than 20% over the past 12 months, but had edged up 2% this year. Alibaba stock was down 1%, near 75, Thursday afternoon. Yahoo is cutting 15% of its workforce — roughly 1,600 jobs — and selling non-core divisions and assets, such as patents and real estate, as part of a plan to return the company to what it forecasts as modest-though-accelerating growth in 2017 and 2018. The company’s turnaround plan includes continued investment in what CEO Mayer calls “Mavens,” referring to Yahoo’s mobile, video, native and social businesses, where its ad revenue is growing. In Q4, Yahoo said earnings excluding items plunged 57% from the year-earlier quarter to 13 cents a share, meeting views. Revenue minus traffic-acquisition costs — what the company pays other sites to carry its ads — fell 15% to $1 billion, beating views. For Q1, Yahoo is guiding total revenue at $1.005 billion to $1.09 billion, down 18% to down 11%.

PayPal: Solo Payments Vendor Going Back To The Future

New money never sleeps — or so February’s first-ever PayPal ( PYPL ) Super Bowl ad asked viewers to believe. The aggressive spot  was an attempt to tell the public that PayPal is the future of money. It was also meant to suggest to investors that good things lie ahead now that the company is once again on its own after being spun off from 13-year parent  eBay ( EBAY ). PayPal, however, finds itself surrounded by some big companies with payments technologies that could disrupt its lead. Apple ( AAPL ), Square ( SQ ) and Alphabet ’s ( GOOGL ) Google are among the companies building digital wallet technologies that compete in one way or another with PayPal. “The new campaign is the very positioning we did pre- IPO (in 2002),” Eric Jackson, CEO of business technology company CapLinked, told IBD. Jackson was PayPal’s first director of marketing and wrote a memoir about his time at the company. Companies in the payments sector often do business with one another. Many of the merchants signed up with Apple Pay have their payments processed by PayPal subsidiary Braintree, for example. “As the kids say, there are ‘frenemies’ in payments,” Wedbush analyst Gil Luria told IBD. Still, PayPal stock was down 4.5% in morning trading Friday on news that both Apple and  Starbucks ( SBUX ) are expanding the reach of their mobile payment systems, aiming to get a bigger edge on rivals such as PayPal and Google. Apple Pay will be included in Apple’s Safari browser in time for Q4 holiday shopping, reported  Re/code . The payment system will continue to work with Apple’s fingerprint ID technology. At least one analyst didn’t see a big impact on PayPal, however. “While this (Apple Pay-Safari) could represent some near-term headline risk for PayPal, we believe the competitive impact introduced by Apple Pay in-browser will be limited due to potential consumer and merchant adoption hurdles,” Jefferies analyst Jason Kupferberg said in a research report. “PayPal’s own expedited checkout process, One Touch, is already in use by more than 250 of the top 500 internet retailers” Meanwhile, in many ways, Braintree’s peer-to-peer payments app Venmo is in a position similar to PayPal in its own very early days. Instead of focusing only on its first market, person-to-person payments, Venmo — like PayPal, which started out as a free service before it built enough heft to charge merchants — is turning to merchant transactions to turn a profit. Targeting merchant transaction fees “is not that much of a leap,” Luria said. “That’s what Elon Musk and Peter Thiel (PayPal co-founders along with Max Levchin) did 15 years ago. It’s not unprecedented to take the Venmo users and turn them into paying customers.” EBay Spinoff Leading To Greater Success? That PayPal would be able to unlock business opportunities previously inaccessible to it with eBay as its owner — other e-commerce rivals didn’t particularly care to give business to a competitor such as eBay — was a notable selling point when the split-up was  announced in 2015 . PayPal executives say that the company has advanced in several ways that it couldn’t while it was a part of eBay. The marketing campaign that the Super Bowl ad was designed to support might not have been a priority under eBay, says Juan Benitez, general manager and CTO at Braintree. Braintree powers payments behind fast-growing private companies such as ride hailing app Uber and alternative accommodations provider Airbnb. Analyst Luria says that most of Braintree’s profit comes from those two firms. Uber and Airbnb were Braintree’s top clients when it was part of eBay as well, but the separation has led to at least one marquee client: the fast-growing e-tail startup Jet.com. Its CEO, Marc Lore, aims to compete with Amazon.com by, like Amazon, offering free two-day shipping. EBay is another rival.  “Jet is   something that  maybe  would have had a question or two asked   before before the split,” Benitez told IBD.  In addition, he says that Braintree is expanding its pilot merchant program with China e-commerce leader  Alibaba ( BABA ). ITG Investment Research analyst Steve Weinstein told IBD that PayPal’s post-eBay success has much to do with the company bringing on new merchants while part of eBay, “and that moment has continued.” He says that it’s “hard to tell” whether things have changed since the split, since it’s so recent. But according to Wedbush’s Luria, the truth about PayPal’s real post-eBay value is related to the spinoff’s financials. “When the carving out was happening, when the separation was negotiated, the eBay board allocated a lot of the revenue to PayPal and expenses to eBay,” he said. The reasoning, he says, is that PayPal was getting twice the multiple (price-to-earnings ratio), so every dollar of profit they put into PayPal was going to get twice as much market value. Luria said that beyond the financials, the split produced a “freeing effect” that has allowed the deals with Alibaba and Jet.com. “It’s now an easier decision to incorporate PayPal into merchant acceptance,” he said. The split, says Luria, gave PayPal the “power of focus.” PayPal no longer needs approval from eBay executives on important decisions. The Future Vs. Apple Pay, Android Pay No doubt competition with tech titans in payments will remain fierce, but PayPal is in a strong position. With its base of 13 million active merchants, the company can achieve powerful network effects from that critical mass, which makes it a considerable challenge to unseat PayPal as payments king. CEO Jeff Bezos’ mighty e-commerce firm Amazon.com has been competing with PayPal for 10 years via its own payments platform, with negligible results. “Now the subtlety is that Apple Pay and Android Pay have an advantage,” Luria said. Because the companies integrate their payments into iOS and Android, respectively, the payment experience is seamless — which is critical for digital wallets. PayPal executives say that Apple Pay and Android Pay are actually good for their company, since those services often use PayPal’s Braintree to process transactions. Others, however, don’t see PayPal walking arm in arm with Apple or Google. “Embracing the advent of Android Pay and Apple Pay sounds a little hollow,” former PayPal exec Jackson said. “It sounds more like corporate spin than reality.” Both Apple and Google are able to position their payments systems as the default option on their own mobile devices and services, which could make things rougher for PayPal. But even if Apple and Google do it, Weinstein says, that move by itself would not be enough to unseat San Jose, Calif.-based PayPal from the payments lead. “PayPal has a lot of other products,” he said. Analysts and industry watchers aren’t sure how PayPal plans to tackle its challenges. Innovation is one strategy that’s worked well in the past, such as with One Touch , the company’s tech tool to reduce checkout time. Acquisitions have been helpful, too — for example, the $800 million Braintree purchase, which included Venmo. Regardless of how PayPal proceeds, how it separates itself from its competition will be key, says Jackson. As the Super Bowl ad shows, PayPal has its game face on.

Apple, Starbucks Expand Mobile Payment Reach Vs. PayPal, Google

Apple ( AAPL ) and Starbucks ( SBUX ) are expanding the reach of their mobile payment systems, aiming to get a bigger edge on rivals such as PayPal ( PYPL ) and Alphabet ‘s ( GOOGL ) Google. Apple Pay — which supports in-store shopping at retail checkout as well as in-app purchases for Uber, Disney stores and others – will be included in Apple’s Safari browser in time for Q4 holiday shopping, says a Re/code report . The payment system will continue to work with Apple’s fingerprint ID technology as a substitute for inputting 16-digit credit card numbers. Apple aims to solve a problem with mobile shopping; smartphone users tend to browse for products but often don’t pull the trigger to buy. “The checkout page tends to be clunky and requires much in the way of manual entry. Apple Pay boils the checkout down to putting your finger on Touch ID, eliminating multiple steps,” Jordan McKee, an analyst at 451Research, told IBD. “This is troubling news for dominant Web players such as PayPal.” PayPal stock was down 4.5% in early trading in the stock market today while shares of Visa ( V ) and MasterCard ( MA ) were down a fraction. “While this (Apple Pay-Safari) could represent some near-term headline risk for PayPal, we believe the competitive impact introduced by Apple Pay in-browser will be limited due to potential consumer and merchant adoption hurdles,” said Jason Kupferberg, a Jefferies analyst, in a research report. “PayPal’s own expedited checkout process, One Touch, is already in use by more than 250 of the top 500 internet retailers” Apple Pay will also be more competitive with Visa CheckOut. Visa, though, has been active making deals, said Josh Beck, an analyst at Pacific Crest Securities, in a report. “Visa has certainly not been sitting idle as shown by recent minority investments in Chain, Stripe and Square ( SQ ) and product enhancements, including Visa Commerce Network, Visa Token Services and Visa Checkout,” wrote Beck. Starbucks, which has one of the most successful mobile wallets, is expanding its rewards system using a branded prepaid Visa card. Starbucks on Wednesday said the loyalty rewards system will allow customers to earn points for all purchases made with the prepaid  card. The Starbucks branded card can be used at any retailer that accepts Visa cards. Image provided by Shutterstock .