Yahoo says Microsoft offer undervalues company

Yahoo rejected on Monday Microsoft's US$44.6 billion cash-and-stock offer on Monday, saying the unsolicited proposal substantially undervalues the company.

If Microsoft acquired Yahoo, it would face the perils and traps of integrating its Internet business with Yahoo, which has 14,000 employees and enough internal problems of its own. The integration process could be long and painful, slowing down both companies while Google speeds further ahead. Eliminating redundancies at the staff, technology and product levels would be a major undertaking.

At the product level, Microsoft and Yahoo have many overlaps in areas like Webmail, instant messaging, advertiser services, portals, content sites, mobile services, online media properties and international properties -- most, if not all, based on different technology platforms that would have to be merged. Then there are the long lists of partnerships and customer engagements that they would have to work through and sync up.

Beyond the inherent challenges in fusing its Internet operations with Yahoo, the bid also prompted swift condemnation from privacy advocates in the U.S., like the Center for Digital Democracy (CDD) and the Electronic Privacy Information Center (EPIC). These organizations argue that a combined Microsoft-Yahoo would have too much power over online journalism, entertainment, advertising and other forms of communications, as well as consumers' data.

Microsoft Monday did not immediately issue a reaction to the Yahoo statement. However, it said when making its offer that it is convinced that the time to make a move is now, when it still sees considerable growth for online advertising on the horizon. Microsoft expects the market for online advertising to almost double in size over the next three years, from US$40 billion in 2007 to US$80 billion by 2010.

With Yahoo, Microsoft is confident it can supercharge its research-and-development efforts, boost its data center infrastructure and gain a heavy influx of engineering and business talent. Microsoft also see cost reductions at the tune of about US$1 billion a year by generating "economies of scale" with a Yahoo fusion.

The merger plan would be drafted jointly by both companies and Microsoft will be aggressive with compensation offers to retain key Yahoo engineers and other staff, Microsoft has said.

While it never characterized the offer as hostile, Yahoo did describe it as unsolicited and didn't embrace it, remaining civil but noncommittal about its options, saying that it would review the offer and make the best decision for the company, its shareholders, customers and employees.

Possibly guessing that Yahoo's management would rather keep the company independent, Google promptly swooped in and blasted the Microsoft proposal, saying it raised "troubling questions" such as whether Microsoft would attempt to replicate its "inappropriate and illegal influence over the Internet that it did with the PC. Google also reportedly entered into discussions with Yahoo over possible partnerships that would allow Yahoo to justify rejecting the offer.

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