In Yahoo-Microsoft buyout brawl, a flurry of punches

In a few short hours Wednesday came news of AOL and News Corp. getting in on the action, along with a new Google twist.

Updated 8:10 AM PDT with Wall Street reaction.

In rapid-fire succession Wednesday, the Microhoo buyout brawl had Yahoo throwing a one-two punch at Microsoft, with a swift comeback punch from the folks in Redmond.

And the crowd, or should I say the investors, liked what they saw. Yahoo's stock ended the day up slightly as the first punch came in toward the end of the trading day, and has continued to climb in early morning trading Thursday, following news events from last night.

Here's a quick blow-by-blow.

Yahoo looks to Google and AOL
Yahoo kicked things off by announcing it would do a brief two-week test to use Google for search ads. That gave investors a bit of excitement, as they envisioned the hook-up would give a nudge to Microsoft to raise its current bid.

That was quickly followed with reports that Yahoo and AOL were on the verge of doing a deal on terms that had been speculated upon over the past two months--Yahoo absorbing Time Warner's AOL and the media giant getting roughly a 20 percent stake in Yahoo.

Two new wrinkles in this long-rumored deal were its supposed imminence and word that Yahoo would come up with enough funds to lure investors with a stock buyback--worth several billion dollars, with a price in the range of $30 to $40 a share, according to a report in The Wall Street Journal.

Microsoft mashup with News Corp.?
Soon, another development emerged, with The New York Times reporting that Microsoft and News Corp. were in tentative discussions on a joint bid to buy Yahoo . The report noted that the deal would mash up Microsoft's MSN and News Corp.'s Fox Interactive Media unit, which oversees MySpace, with Yahoo.

A Yahoo-Google-AOL deal could prompt Microsoft to raise its bid, something it has resisted since announcing its unsolicited cash-stock offer back on Feb. 1, with an initial value of $31 a share. The deal price is currently valued at $29.24 based on Wednesday's close.

Microsoft, meanwhile, is hoping to keep Yahoo investors focused on its offer and the notion that it's "the one" to hook up with Yahoo. In addition to the option to raise its offer price to clinch the deal, Microsoft may find a Yahoo-News Corp.-Microsoft deal will be equally attractive to investors as a Yahoo-Google-AOL operation.

And given that Microsoft over the weekend issued a three-week deadline to Yahoo to do a deal with the software giant or face a hostile proxy fight and direct plea to Yahoo investors, proxy solicitors say the pitch and pace will be greatly accelerated between the two companies.

"It's an accelerated strategy," said Rachel Posner, senior managing director for proxy solicitation firm Georgeson Inc. "There'll be multiple road show meetings with investors in a single day, repeated calls to investors, and follow-up meetings."

She added that the topic of discussion will no longer be just about price and terms of a Yahoo deal, but now also ways in which Yahoo could bring other strategies to the table.

One gauge of investor sentiment is Yahoo's share price, of course.

Said Posner: "Investors vote with their pocket."

What Wall Street thinks
Wall Street weighed in Thursday morning, and the consensus seems to be this: a higher bid for Yahoo, and a Microsoft victory.

"We continue to believe reaching a mutual agreement with Microsoft would be the best way for Yahoo to potentially extract a higher Microsoft bid (likely $32 to $35)," analyst Heather Bellini of UBS said in a research note Thursday.

Bellini termed an AOL-Yahoo transaction as "unlikely." She noted that Yahoo may face a tough time convincing a majority of its shareholders that an AOL transaction--even with a $35-a-share buyback--would be more attractive than Microsoft's offer.

"(Yahoo's) shares likely would pull back once the buyback is done," Bellini noted. "The (AOL) deal likely also includes outsourcing search to Google, which stands in stark contrast to management's strategy that combined search and display (advertising) are critical to long-term success."

As for a Microsoft-News Corp.-Yahoo deal, Bellini points out that the integration risks could outweigh any financial benefit the Redmond giant would receive by having News Corp. help offset some of the costs of a Yahoo acquisition.

Mark Mahaney, an analyst with Citi Investment Research, meanwhile, views Yahoo's Google announcement as an "aggressive response" to Microsoft's looming deadline and possible proxy fight.

"As such, we believe this will increase pressure on Microsoft to increase its $31 offer price," Mahaney said. "Arguably, a worst-case scenario for Microsoft would be a full Google search outsource decision by Yahoo."

 

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