Microsoft and Yahoo Update

After Microsoft's release of earnings.  I started to think about its hostile offer for Yahoo.  As I read a whole bunch of blogs about it, I found Henry Blodet's blog on Silicon Alley Insider the most interesting. 

People have been talking about Microsoft either walking raising its offering price, making a tender offer or walking away from the deal.  Any of these options are possibilities but what I found is most interesting is that this deal does not seem to have the vibe that it will get done.  Microsoft has, at least publicly, proceeded in an almost casual manner.  From my experience, the longer a deal takes to come to fruition, the less likely it will get done.  Over time, the critics to a deal have a greater ability to raise doubts about the deal and you start to hear from everyone in the peanut gallery.  For example, now we hear that Microsoft's employees are raising issues with this acquisition.  Not a good sign.

I have copied Henry Blodget's article below:


We now think it's more likely than not that Microsoft (MSFT) will withdraw its offer for Yahoo (YHOO) next week. This will likely send Yahoo's stock into the low $20s and Microsoft's up.

Here's why:

Microsoft's squishy quarter makes it less likely that Microsoft's rising stock will raise the value of Microsoft's bid on its own. (Ironically, of course, as the deal becomes less likely, Microsoft's stock will rise because of that--but we assume Yahoo is smart enough to know what would happen if it suddenly agreed to a deal.)

Yahoo has dug itself in deep enough that we don't see the company caving and agreeing to sell at this price--especially in the next two days. Jerry has demonstrated that he's not easily spooked, and he has to have been prepared for the possibility that Microsoft would walk. In fact, we think Jerry would see this as a victory (which it would be) even if many Yahoo shareholders do not.

We think lots of Microsoft shareholders and Microsoft employees hate this deal--as well they should, because it would be a disaster. We think the complaints and concerns about the deal expressed to Steve Ballmer over the past two months have probably made him think twice about the wisdom of fighting to the death for Yahoo, even if he'll never admit that. At the very least, they'll make it easier to walk way.

We think it will actually be harder for Microsoft to win a proxy fight at the current price that is commonly thought: At least 35% of Yahoo's stock is in the hands of folks who appear unwilling to sell without a price increase (Capital Group, Legg Mason, Jerry, David, and other insiders). If Microsoft is actually willing to raise its price, it should do so now--before launching a Pyrrhic battle that will last, at a minimum, 3-4 months, will distract and hurt both companies, and might fail.

Microsoft's public statements have now gone beyond threats to what appears to us to be acceptance and resignation. Maybe we're just falling for a negotiating tactic, but we don't think so. If Microsoft is going to seriously consider raising its bid next week--which, based on Yahoo's behavior, we think is now the only way to get this deal done quickly--it sure isn't acting like it. Cutting the price, meanwhile, would make it even harder for Microsoft to win a proxy battle.

Eight weeks ago, we thought this was pretty much a done deal. We thought the companies would find common ground around $35 and that an agreement would be reached relatively rapidly at that price, once Yahoo exhausted all its options. Now, based on the positions taken by both companies and the first quarter results, we think there's less than a 50% chance the deal will get done. At least in this go-round.



 

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