Dear Board Members: I wanted to give you a heads-up about EMG's decision to enter the process to acquire DoubleClick, a leading online ad serving company owned by the private equity firms of Hellman & Friedman and JMI Equity (the transaction is codenamed Project Liberty). As some of you know, we have been interested in this company for some time, but have been pursuing a 'build-it-ourselves' strategy. Our interest became more acute after learning that Microsoft has already made a serious offer. The team believes that this is an important transaction for us, for both offensive and defensive reasons.

We have heard from reliable sources that Microsoft has made a bid in the $1.88 to $2.08 range. This weekend we plan to make a competitive bid by means of a non-binding term sheet/indication of interest.

Google's Rationale for Acquiring DoubleClick: Own DoubleClick's customer footprint to accelerate time to market for our own advertiser and publisher ad serving products. Acquisition of DoubleClick by Microsoft would make it very challenging for us to win customers for our own advertiser ad server, which would impair our opportunities in the brand ad market.

Microsoft's Potential Rationale for Acquiring DoubleClick: Access remnant inventory from DoubleClick's publisher ad server customer base to quickly scale its ad network. Use DoubleClick's advertiser ad server position to harm Yahoo!'s business, driving down its valuation ahead of a potential acquisition.