Yahoo investor proposal unlikely to push Microsoft

A relatively small Yahoo shareholder is proposing a new Microsoft takeover offer, but analysts don't think it's enough to entice the companies back to the negotiating table.

On Thursday, Mithras Capital, a California investor and Yahoo shareholder, issued a statement proposing that Microsoft buy Yahoo at US$22 per share, $11 less per share than Microsoft's last offer for the entire company, but still a premium over the current price.

As part of the deal, Microsoft would divest Yahoo's Asian assets and non-search businesses. By Mithras' calculations, assuming Microsoft is able to sell off the non-search businesses at Mithras' estimates, the deal would cost Microsoft about $10.3 billion.

While analysts say that Microsoft surely wouldn't ignore a good opportunity to buy Yahoo, there's nothing about this proposal that is likely to push Microsoft over the edge. "I'd have to describe it as a long shot," said Andrew Frank, an analyst at Gartner.

In the approximately three months since talks between the companies fell apart, the economic meltdown in the U.S. has driven down the value of Yahoo's stock from around $22 to around $12. Microsoft also hasn't been immune to the crisis, with its stock price falling from around $26 in July to closer to $22 now.

While the drop in stock value makes Yahoo a less-expensive takeover target, the odds of Microsoft making another offer are about even, said Sid Parakh, vice president of equity research at McAdams Wright Ragen. "It's a 50/50 possibility that they'll come back," he said.

Microsoft now may be considering whether it is better off buying back its own stock or buying Yahoo, Parakh said, because Mithras' proposal values Yahoo's stock at about the same as Microsoft's is trading at. While buying Yahoo comes with the benefit of some search market share, it also comes with the challenges of integrating a large company. "It's a trade-off," he said.

Microsoft and Yahoo both declined to comment on the proposal.

The changed economic conditions don't necessarily make Yahoo a sweeter deal, said Frank. "It may be cheaper, but the other side of the coin is that nobody wants to use cash for anything," he noted.

From a tactical standpoint, Yahoo is still about as attractive a buy as it was when the deal last fell through, Frank said. "If anything, Microsoft's search share has gone down, meaning they need a search solution more than ever," he said. "Assuming that their strategy is still to offer a kind of complete competitive suite of media options for online marketers, there's clearly still a hole there."

Mithras, which owns 1.9 million Yahoo shares, calls its proposal a compromise deal. It would require that Yahoo rescind its so-called poison pill. That is an employee severance plan that Yahoo adopted after Microsoft's hostile takeover bid that some say would encourage employees to quit in the event of an acquisition and would allow some to collect generous severance pay. Because the plan could result in significant costs to a Yahoo buyer, some analysts say that it discourages a takeover.

The Mithras proposal would come with some risk and challenges for Microsoft. It requires Microsoft to essentially buy the whole company and then sell off the Asian assets and the non-search business, assuming that Microsoft would find buyers willing to take those businesses at current market value.

Beyond finding such buyers, Microsoft would also be faced with the challenge of technically separating the businesses, a potentially daunting task, Frank said. "I've been rather skeptical of what it would take to carve out Yahoo's search business from the rest," he said. "That's a challenging proposition." He said Yahoo has structured the organization in a way that integrates inventory management with search and display, for example, which would make it difficult to separate out the businesses.

This isn't the first time that Mithras has issued a proposal outlining terms of a potential deal between Yahoo and Microsoft. In July it described a deal where Microsoft would buy all of Yahoo for $33 a share.

As Yahoo's stock continues to dive, shareholders like Mithras are likely growing increasingly anxious. "Clearly a lot of these guys have lost money," said Parakh.

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