Microsoft really threw a major push when it announced an offer for Yahoo. For some time now, Microsoft has been smarting at being beaten by Google fair and square in the world of online search and advertising. This was a field that was essentially (not completely true, but approximately) invented by Google, and they have a commanding lead over both Microsoft and Google. Google has essentially been a seach / advertising company that is now trying to do other things, while Microsoft has been a major desktop company that is struggling to replicate its success in the online world (through a spate of new technologies and purchases), while Yahoo has tried to be a massive directory (and seeing the success of Google, tried to also focus on the advertising world). Google has had the benefit of some focused approach on the advertising world, and has reaped the benefits.
Yahoo has been seen as a company on the downward path, and all its efforts have not been able to push it up; it has been seen as having been outplayed by Google, and recently suffered the fate of having to layoff people (not a good sign for a company trying to be the best). It makes tremendous sense for Microsoft to suddenly gain a massive catch up by getting all of Yahoo's business.
According to a Reuters report, Yahoo said it would consider joining forces with Google in order to prevent Microsoft from acquiring it. What sort of partnership could it strike with Google that would hold Microsoft at bay while not triggering antitrust issues? Oh, and Yahoo says $31 per share isn't good enough.
Yahoo's managers have a lot of thinking to do. Microsoft's offer of $44.6 billion was not exactly a low-ball first bid. That represented a 61% premium over Yahoo's stock price on Thursday (Yahoo's stock has since gone up). Yahoo feels that the $31 per share offered undervalues the company. It didn't say that it had requested a higher number from Microsoft, which has indicated it will use cash and loans to buy Yahoo. Sanford C. Bernstein analyst Jeffrey Lindsay suggested that Yahoo's real worth is closer to $39-$45 a share.
The fact remains that the final decision rests with shareholders, who may feel that unless a white knight comes into the picture (who can afford to pay more than $50 billion), Microsoft represents the best bet in terms of growing the business and taking on Google.
Google is not likely to take this lying down. A good first bet would be to appeal to Yahoo's management who would be apprehensive (or rather sure) about their diminished status in a Microsoft pecking line; in addition, there is the entire history of Microsoft's uncompetitive behavior to be thrown up, another good approach is to talk about the obvious problems of pairing the market leaders in online email and messenger. Microsoft would have likely prepared for all this, and one can be sure that there will be a lot more focus on making the Yahoo shareholder see this as a good step forward.