Suppose Steve Ballmer says “Never Mind!”? That’s been the
speculation about the proposed Yahoo deal since the deadline Mr. Ballmer set for
an agreement passed last Saturday without any visible action on either side. The
most likely immediate market reaction would likely be a sharp drop in Yahoo’s
shares, which traded Monday morning at
around $27. Before Microsoft’s offer on January 31, Yahoo’s shares were trading
at $19. As for Microsoft, its share price could get a boost; shareholders haven’t
been convinced the acquisition of Yahoo would be such a good thing. There have
been reports of some internal dissent at Microsoft about a merger distracting
management at a critical time for the company.
Some of those issues surfaced in Friday’s earning report and
Microsoft’s cautious outlook for the next quarter. Adjusting to “cloud
computing” has been hard work and Microsoft is not at the forefront of software
offered as services on the Web. Microsoft’s share dropped 8 percent Friday
after issuing its results.
CFO Chris Liddell perfunctorily rattled the sabers during
his earnings call last Thursday. "Unless we make progress with Yahoo
towards an agreement by this weekend, we will reconsider our
alternatives," he said. "These alternatives clearly include taking an
offer to Yahoo shareholders or to withdraw our proposal and focus on other
opportunities." Microsoft must decide whether to take on a full-scale
proxy battle to acquire control of Yahoo. Chances are that Yahoo shareholders
realize this is the best deal they’re likely to get unless NewsCorp’s Rupert
Murdoch or Time-Warner’s Jeff Bewkes emerges as a white knight, a role neither
man is well cast to play. If Yahoo;’s
stock sinks, Microsoft could end up getting it for a lot less than the $41
million it originally offered.
The issue with any hostile software deal is how you retain
the key intellectual talent. While the tech industry likes to say the talent
can walk, experienced acquirers like Oracle’s Larry Ellison have shown they can
retain talent with the right (financial) incentives. The important question is
how it will all meld into an entity greater than the sum of the parts.
The biggest issue right now is the damage Mr. Ballmer would do
to his own credibility. His reputation as a hard-charging executive suggests
that retreat is not on his agenda. However, he has been known to change course. In
the mid-1990s, people in the industry amused themselves with footage of a
Microsoft sales meeting from the days of the brief Microsoft-IBM alliance. On
the tape, Mr. Ballmer bellows “OS/2 is the future of computing!” to a roomful of
fired up Microsoft sales reps. Of course, a year later, the deal was off and
Microsoft went on to use the best parts of IBM’s operating system to create
Windows NT.
Mr. Ballmer has not started bellowing “Yahoo!” just yet. But if
he decides Yahoo is not worth the fight, he may well find another target to
give him the leverage he seeks in search advertising and Internet presence.