Microsoft Moves to Buy Yahoo

By Peter Galli  |  Posted 2008-02-01

Microsoft Moves to Buy Yahoo

Microsoft has offered to pony up $44.6 billion to buy Yahoo, an offer the Internet and search company said was unsolicited, but which it did not reject.

Microsoft's bid on Jan. 31, of $31 a share, which was offered to shareholders in the form of cash or stock, was a 62 percent premium on Yahoo's share price at the close of market Jan. 31, and underscores Microsoft's determination to gain scale in the Internet advertising and development space and to more effectively compete with dominant rival Google.

In a presentation to analysts and the media on Feb. 1, Microsoft CEO Steve Ballmer noted that the online ad market is expected to grow to $78 billion in 2010, adding that a combined Microsoft-Yahoo would be better able to take advantage of that.

In a letter Ballmer sent to the Yahoo board on Jan. 31, he noted that "while online advertising growth continues, there are significant benefits of scale in advertising platform economics, in capital costs for search index build-out and in research and development, making this a time of industry consolidation and convergence."

Although he did not directly refer to Google, Ballmer noted in the letter that "today, the market is increasingly dominated by one player who is consolidating its dominance through acquisition. Together, Microsoft and Yahoo can offer a credible alternative for consumers, advertisers and publishers."

In his letter to the Yahoo board, Ballmer also made clear that Redmond has long been interested in Yahoo, acknowledging that he had in fact received a letter in February 2007 which said that the Yahoo board felt that was "not the right time from the perspective of our shareholders to enter into discussions regarding an acquisition transaction."

The main reason for that view was the Yahoo board's confidence in the "potential upside" if management successfully executed on a reformulated strategy based on certain operational initiatives and a significant organizational realignment. "A year has gone by, and the competitive situation has not improved," Ballmer said.

Synergies and Economies of Scale

The deal has a number of synergies for both companies, Ballmer said, especially with regard to economies of scale. The deal would, he said, strengthen the value proposition to both advertisers and publishers and allow the two firms to consolidate capital spending.

It would also combine their engineering resources to focus on research and development priorities such as a single search index and single advertising platform. "Together we can unleash new levels of innovation, delivering enhanced user experiences, breakthroughs in search and new advertising platform capabilities," he said.

For its part, Yahoo said in a statement that its board would evaluate the proposal carefully and promptly, in the context of Yahoo's strategic plans, and pursue the best course of action to maximize long-term value for shareholders.

But, in an interesting turn of events, former CEO Terry Semel, who was replaced as CEO by Yahoo founder Jerry Yang last June, and who has said publicly he did not support a merger with Microsoft, stepped down as non-executive chairman Jan. 31.

Good for Google?

Some commentators do not believe the deal will actually impact Google in a negative way. Citi Investment Research analyst Mark Mahaney said in a research note Feb. 1 that "we could see a scenario by which Google would actually gain more market share due to industry uncertainty over the integration of the deal."

While Yahoo was an obvious strategic choice for Microsoft or any other company seeking to gain scale in Internet advertising, given its position as one of the top three Web properties worldwide, "Yahoo's increasing challenge over the past few years has been losing market share to Google in search and market share to social networks and other Web sites in display advertising," Mahaney said.

The value that Microsoft's offer placed on Yahoo "would seem to support Google's current share price," he noted, adding that a Microsoft-Yahoo combination could pose a greater competitive risk to Google in the long-term.

But, in the short-term, things did not look that rosy, he said, noting that "in the near-term we'd be skeptical that search users' overwhelming preference for Google would change. And our bias is that advertisers and search marketers would only shift their marketing spend if they believed the combination was generating a more effective advertising solution - which could take a very long time to prove," Mahaney said.

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