This is a letter which was sent by Microsoft to Yahoo directors. It's meaning was to buy this Internet company for $44.6 billion, or about to pay $31 per share in cash and stock. The letter is showed below: January 31, 2008 Board of Directors Yahoo! Inc. 701 First Avenue Sunnyvale, CA 94089 Attention: Roy Bostock, Chairman Attention: Jerry Yang, Chief Executive Officer Dear Members of the Board: I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft’s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock.