Having spent north of $10 billion buying and building a Web business, Microsoft finally acknowledged its best efforts have done nothing to stall Internet leader Google. On Feb. 1, the software giant took its most audacious step yet, announcing an unsolicited $44.6 billion bid for online rival Yahoo!.
The deal would combine the second- and third-largest players in Web search. For Microsoft, it may be something of a Hail Mary pass, a last best attempt to catch Google while it still can. "We have been making good progress," says Microsoft CEO Steven Ballmer. "We're in this game, and we're going to be in this game. But the market leader is getting stronger."
Microsoft offered a 62% premium on a share price that's been sliding for the better part of a year amid five consecutive quarters of profit declines. So the overture will be hard to resist and a rival bid is unlikely. Some analysts said the deal makes strategic and financial sense, especially for Yahoo. The company's stock surged 48% to $28.38.
Still, whether and how quickly a combined Microsoft and Yahoo can mount a meaningful counteroffensive against Google is by no means clear. The cost savings won't be easy to achieve in an economy veering toward recession, the companies will struggle to elegantly combine disparate operations, and Google can be expected to use the time to lengthen its lead in the quickly growing online ad market. Regulators will probably approve the deal, but not before a lengthy review that could involve imposing conditions aimed at ensuring competition.
Microsoft vs. Dominant Competitor
Microsoft believes it can eke out $1 billion a year in cost savings from the combined operations. Anant Sundaram, a professor at Dartmouth's Tuck School of Business who has studied mergers and acquisitions, says that may be ambitious. "With the economy looking increasingly wobbly, it is not clear that the revenue synergies will start to happen any time soon," Sundaram says.
There's little doubt that Microsoft's interest in Yahoo has grown more fervent as Google's lead has increased. The battle to catch Google grows harder by the day. "I think Microsoft is desperate," says Forrester Research analyst Charlene Li.
In Google, Microsoft sees a foe that is very much like the one it was in the early days of personal computing. Back in the 1980s and '90s, Microsoft created what's known as a network effect, whereby a service becomes more valuable as more people use it, with its Windows operating system. The more people used it, the more applications got written for it. That made Windows ever more appealing to computer users, ultimately helping the company garner more than 90% of the operating system business.
Microsoft hopes to diminish Google's advantage through the Yahoo acquisition. If Microsoft can smoothly mesh Yahoo into its MSN and Windows Live Internet businesses, it could create a network that approaches Google's size. Google accounted for 56.3% of all Web searches in December, compared with a combined 31.5% for Microsoft and Yahoo, according to Nielsen Online. A combined Microsoft and Yahoo would "bring together critical mass," Ballmer says, and "we'll build off that strength."
It's unclear, though, whether advertisers prefer a single strong rival to Google or two lesser companies fighting for their business. Increasingly, advertisers are looking at smaller sites to target their ads, says Jarvis Coffin, co-founder and CEO of Burst Media (BRST.L), an ad network that helps place ads for such brands as Alamo, Disney (DIS), and ESPN. Getting together won't make Microsoft and Yahoo "more responsive to what the market is looking for and what consumers are looking for online," Coffin says. "It isn't going to make it any more relevant and powerful for advertisers."
The deal would eclipse Microsoft's largest acquisition—the August, 2007, purchase of online ad firm aQuantive—by sevenfold. And it would drain the $21.1 billion that Microsoft had in cash as of Dec. 31, since Microsoft plans to pay for half of the deal with cash and the remainder in stock. Microsoft generates more than $1 billion a month in free cash, so its coffers could be restored in short order.
While Microsoft shares dipped on the news, falling 6.6% to $30.45 on Feb. 1, Sanford C. Bernstein analyst Charles Di Bona believes shareholders will come around. Microsoft built assets like its adCenter online advertising platform to compete with Google. But it wasn't able to leverage those offerings with the relative smattering of users it had. "What they are admitting is that they can't monetize those assets without a sizable community," Di Bona says.
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