> gdude wrote:
> It's not clear how Yahoo will ultimately respond to Microsoft's going
> public with the offer of half cash and equity, which carries a 62%
> premium to its price of $19.18 in 4 p.m. trading on the Nasdaq Market
> Thursday.
>

Op in the WSJ:

 February 1, 2008, 10:09 am
Microsoft's Yahoo Bid Is Also About Business Users

Posted by Ben Worthen

You won't find the G word anywhere in Microsoft's takeover letter to
Yahoo's board or the press release announcing the offer. But make no
mistake: The move is all about competing with Google, and more
broadly, the computing sea change that Google represents. That
includes competing with Google for business-technology users.

msftAs you no doubt know, Microsoft made an unsolicited bid for Yahoo
this morning, offering $31 a share for the Internet company, a 62%
premium on Yahoo's January 31 closing price. Rumors of such a deal
have been swirling for over a year. But Yahoo's recent struggles – its
stock is near a four-year low and it announced plans to lay off 1,000
employees earlier this week –made the timing right. Plus Microsoft has
billions of dollars in cash that it may as well use.

yahooThe most obvious explanation for the deal is that it will help
Microsoft compete for online advertising dollars. That's a $40 billion
market now, but it's expected to grow to nearly $80 billion by 2010.
As Microsoft made clear in its press release, letter and call with
analysts, this market is increasingly dominated by one company – the
one that starts with a G that no one seems willing to mention by name.
(For those keeping score: The word "Google" came up twice during the
analyst call this morning.)

weddingBut this deal is about more than search and advertising. It's
about the way people and businesses use computers. A decade ago,
software was something you installed on your computer, and information
was stored in a database a business owned and operated. Microsoft made
its fortune selling an operating system that made this process easier.
But today, people increasingly access the software they want over the
Internet – just open a Web browser, type in an address and you can
search the Internet, check email, or shop any number of online
catalogs. Vast amounts of data are stored online as well. Businesses
do some computing this way – storing and managing customer leads with
Salesforce.com is a good example – and over time more and more
businesses will embrace this model.

Microsoft needs to radically overhaul its business in order to compete
in this world. The company's CEO, Steve Ballmer, acknowledged as much
at the end of the call with analysts. After fielding a series of
questions about online advertising, Ballmer stressed that the deal was
ultimately about more that that. "It really represents a
transformation of our business," he said. "The Windows experience
increasingly needs to embrace the Internet."

The problem for Microsoft is that right now no one has a tighter
embrace on the Internet than Google. Microsoft would probably have
preferred to take its time, spending its billions buying servers – the
back-office computers that store and process information – and
building data centers – the warehouses where these computers are
stored. But it can't afford to, because Google is already able to do
much of what Microsoft aspires to. Google has hundreds of thousands,
possibly millions, of servers delivering computing services to
millions of people over the Internet. And while today those efforts
are focused on search, maps, and other consumer-focused activities,
Google has a small division that's targeting Microsoft's core business
customers, and a handful of products, such as online spreadsheets and
word processing, that show Google is serious about targeting
businesses.

Google has the technical infrastructure to do this. Microsoft and
Yahoo don't. But they have a chance to get there by combining
resources. In the press release, Microsoft's chief software architect
Ray Ozzie said that combining the technical infrastructure from the
two companies would allow Microsoft and Yahoo to "deliver a broad
range of new experiences to our customers that neither of us would
have achieved on our own." It sounds like a platitude. In the context
of a computing sea change it means that Microsoft, which has been
talking vaguely about making software available online for well over a
year now, is finally putting its money where its mouth is.

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