The Norwegian software developer, founded in 1997, develops
technologies used by business customers to search their databases,
although Fast Search has lately branched out into the field of online
advertising.
Microsoft has been
beefing up its search and online advertising capabilities to better
compete with Google and Yahoo, although the Fast Search deal is
unlikely to help the company in the consumer online market, analyst
Brent Williams of The Benchmark Company told clients. He viewed the
move as a "tuck-in deal rather than as a game-changing acquisition."
Shares of Fast Search, a company bathed in controversy
over the past year, slumped in 2007 after sales tapered off, board
members engaged in heated public disputes and the company acknowledged
flaws in its accounting methods.
Yet Fast Search's
technology was still considered valuable enough for Microsoft to swoop
in to buy the company. Customers include Disney, UBS, Pfizer,
LexisNexis and Comcast Corp., which struck a deal with Fast Search in
late December.
In the most recent
third quarter, Fast Search reported a net loss of $100.4 million on
revenue of $35.6 million, down from $42.5 million in sales in the
comparable 2006 quarter. A few months before those results were
released, Fast Search unveiled a reorganization plan under which it
would reduce costs, trim its payroll and refocus on higher-growth
markets.
The board of Fast
Search has unanimously recommended the offer and shareholders
representing 37% of the stock have made a binding commitment to the
deal. Those commitments include Fast's two biggest shareholders, Orkla
ASA and Hermes Focus Asset Management.
Shares in Fast Search surged 39.3% to 18.60 kroner in Oslo. In U.S. trades, Microsoft stock was down 0.6% to $34.43.
John Lervik, chief executive of Fast Search, said Microsoft's sales and
marketing platform will help Fast grow much more quickly.
"This acquisition gives
Fast an exciting way to spread our cutting-edge search technologies and
innovations to more and more organizations across the world," Lervik
said in a statement.
Erik Hjulstroem, an
analyst at Kaupthing Bank, agreed. He said Microsoft will be able to
integrate Fast Search's search algorithms across many of its divisions,
both to corporate and consumer clients.
The analyst previously
had a reduce rating on Fast Search because the company on its own would
struggle to build the necessary scale. "We advise investors to accept
the bid, given the poor outlook the company has on a stand-alone
basis," Hjulstroem said in a note to clients.
Jeff Raikes, president
of Microsoft's business division, said the acquisition would enable
business customers to pick just one vendor to handle all of their
needs. "Until now, organizations have been forced to choose between
powerful, high-end search technologies or more mainstream,
infrastructure solutions," he said.
Microsoft said the deal
is subject to approval from shareholders representing more than 90% of
Fast's shares and added it expects the deal to be completed in the
second quarter of 2008.
Goldman Sachs advised Microsoft, and Merrill Lynch is acting as adviser to Fast Search.