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January 30, 2009 12:34 PM PST

Microhoo: What might have been

by Stephen Shankland

A year ago Sunday, on February 1, 2008, Microsoft Chief Executive Steve Ballmer told the world his company wanted to buy Yahoo.

Despite months of discussions, the deal never materialized, distressing many Yahoo shareholders and hastening Yahoo's replacement of CEO Jerry Yang with Carol Bartz. But what if Yang had gotten up on the other side of the bed one day a year ago and led his company to accept the offer?

It's impossible to know what would have happened, of course. But an exercise in speculation can be illuminating, as Philip K. Dick showed with The Man In The High Castle, a novel in which Nazi Germany and imperial Japan won World War II.

So let's suppose that Yahoo agreed to Microsoft's acquisition offer after bargaining Microsoft up a notch on the price tag to, say, $31 per share from the original $29.

First would have come the challenge of antitrust approval. But the Justice Department has shown itself to be more concerned with checking Google's power, taking Microsoft's side when it came to the ill-fated Yahoo search-advertising deal with Google.

The European Union has shown more antipathy toward Microsoft, but it, too, likely would have been spooked enough by Google's might that it would sign off. And given that the EU is only now getting around to the issue of Microsoft bundling a Web browser with its operating system, any big compunctions about Microhoo probably wouldn't have set in until 2015.

So Microsoft and Yahoo probably could have cleared that hurdle, but not quickly, and there are other details to reckon with, so let's suppose that the deal closed in August. Yahoo shareholders would have received a chunk of Microsoft shares and a wad of money that looks princely in comparison with the present $11.74 value of their Yahoo shares.

Sure, there would be some bellyaching, but all those institutional investors who were publicly griping about Yahoo's management would have been mollified--especially because revisionist history or not, the economy in August 2008 already was well on its way downhill, and Yahoo's stock likely wouldn't look so great.

So next up would have been the big challenge: integration, which, as former Sun Chief Executive Scott McNealy famously described it regarding the merger of Hewlett-Packard and Compaq Computer, is like watching two garbage trucks collide in slow motion.

Executives fond of competing pet projects would be pitted against each other, tooting their horns and trying to fend off others' with candid assessments--and Yahoo already had enough internally competing projects on its own, as documented in Brad Garlinghouse's Peanut Butter Manifesto.

But Microsoft actually saw the HP-Compaq merger as an example of how to make Microhoo happen: pick a product and go with it, rather than mess with grueling efforts to combine separate and often incompatible properties. So in all likelihood, Microsoft would have treated the acquisition with the alacrity it deserved.

Integration hell
Some parts of the Microhoo integration would have been relatively straightforward. First, top management.

Given that we've already rewritten history with Yang signing off on the deal, which implies that he would have gotten past any over-my-dead-body, burn-the-furniture attitude, he probably would have stuck around a year for appearances' sake--and he's a helpful sort of fellow who probably would have worked at least for a time to try to hand off his baby to its new parents. It wouldn't be easy, but Yang at least already has years of experience reporting to another CEO.

So which company has the better brand online? Yahoo.

Microsoft has been hobbled by its MSN vs Live branding muddiness, and the Yahoo brand has long history of great recognition. In April 2008, Yahoo's front page had 61 percent portal market share to MSN's 20 percent, according to Hitwise. But brands live a long time, and with the merger only closed for a few months by now, Microsoft probably wouldn't have had much of a chance to make big changes.

Technologically, Yahoo and Microsoft are worlds apart. Yahoo's widespread use of open-source software and fondness for the Firefox browser would raise hackles all over Microsoft. But for the sake of expediency, and to avoid spooking the Yahoo administrators and coders who actually know how the Internet property is wired, Microsoft almost certainly would have left things stand as is for at least a year. It had already had undergone the long and painful experience switching Hotmail from Unix to Windows.

Philosophically, though, Microsoft and Yahoo are converging, partly because the Internet is only becoming more important and partly because they're being driven in the same direction by Google's competitive threat. Both want sophisticated online services, both want a better search site with more traffic, both want to be a hub for people's lives on the Internet, both want to be an unavoidable part of online advertising.

Service winners and losers
The nitty-gritty of integration would have involved figuring out what to keep when the two companies had directly competing offerings. Yahoo's got the traffic, it's got the brand, and its services in general probably would have come out ahead.

Search would have been an obvious decision: keep Yahoo's search engine, redirect Microsoft search traffic to it, and get the combined engineering team cracking as soon as possible. It has more volume and more advertisers. The tricky part would be migrating advertisers to Yahoo's technology, but Microsoft would have a huge incentive to build as much critical mass as possible to try to check Google's dominance as soon as possible.

Yahoo has another big asset: Yahoo Open Strategy. Even in the real history, YOS is only just arriving now, but even a year ago, its potential was clear: it offers Yahoo users more to do online, energizing Yahoo properties by linking them together with social activity and building them into the broader fabric of the Internet.

Yahoo took ages to retrofit its site with the Yahoo Open Strategy technology, including interfaces that can broadcast user activity such as rating a movie; delaying YOS even more by mashing it up with Microsoft's online sites would have increased its risk of irrelevance.

With some big properties, a type of merger would be needed. With Yahoo Messenger vs. Windows Live Messenger, the companies already have done interoperability work, easing the pain of merging two largely incompatible networks into one.

The ugliest part would have been e-mail. Each company already has two options--Microsoft's Exchange-Outlook combination for businesses and Hotmail for consumers, and Yahoo's Zimbra for businesses and Yahoo Mail for consumers. Two e-mail offerings already are too many, and four are way too many, but e-mail is a core part of customers' lives, and it would have been hard to move gracefully.

So by this time in the companies' merger, users probably would see nothing different. But if Microsoft were smart, it would have determined that Yahoo Mail had the better technological underpinnings, in part because of Yahoo Open Strategy, and begun steering new sign-ups to it. Perhaps a migration tool would be released, or at least under way, for those who want to change manually.

With Yahoo part of Microsoft, one big project would look very different: the cloud-computing version of Microsoft Office, accessed via a browser. The combination of Microsoft's existing Office customer base and Yahoo's online customer base would have provided a much better rival to Google Docs, especially when it comes to attracting business customers who are more likely to actually pay for a reliable, supported service.

Not everything would have gone well for Yahoo projects, though. The same scrutiny that Yahoo properties are undergoing now, under the Bartz administration, would have begun months earlier and likely with less sympathetic eyes. With new bean counters in charge, Yahoo sites that didn't pass muster would have been axed with less hesitation.

Merging in an ugly economy
And that cold calculation likely would have gotten colder because of the economy.

By the time the acquisition closed, signs of the economic troubles would be apparent. Microsoft shareholders, seeing their stake diluted and their cash reserves depleted by the acquisition, could have become a significant issue. Microsoft's flexibility to acquire other companies, lavishly fund research with cash, or pursue other big-picture changes would have been significantly decreased.

Yahoo's deteriorating ad revenue would have become apparent, likely spawning a collection of Monday morning quarterbacks. After all, a better time for companies to consolidate is by snapping up weaker companies more vulnerable to economic swings. Microsoft wouldn't have been buying Yahoo at its peak, but the accountants in Redmond likely would be worrying about goodwill impairment charges.

Yahoo employees, spooked by the bad economy and Google's continued dominance despite it, might have been happy about having a more stable employer and a better shot at taking on Google, cultural clashes notwithstanding. But the reality of layoffs would likely have swept away many feelings of security.

Yahoo and Microsoft each announced significant cuts in the real world--1,520 for Yahoo and up to 5,000 for Microsoft--because of the economy. Combined with the inevitable redundancies from the merger, the job cuts probably would have come earlier for Microhoo and might well have been followed by more, increasing the total.

Worse, that unpleasantness would have taken place before any of the fruits of the integration were visible, deepening morale issues.

So by this time in our alternate history, there would be plenty of unpleasant news. Google wouldn't be put in its place, the benefits of the Microhoo merger wouldn't be apparent, and the world would look very similar to today's, minus a YHOO ticker symbol on Nasdaq. But the seeds of the merger's fruit would be planted, and if Microsoft played its cards right, Google would be reckoning with a more formidable competitor.

Stephen Shankland writes about a wide range of technology and products, but has a particular focus on browsers and digital photography. He joined CNET News in 1998 and since then also has covered Google, Yahoo, servers, supercomputing, Linux and open-source software, and science. E-mail Stephen, or follow him on Twitter at http://www.twitter.com/stshank.
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by MSSlayer January 30, 2009 1:10 PM PST
Microsoft would have debt with few resources for all the other pies MS foolishly has in the oven.
There would have been far more layoffs.
Shareholders would revolt
Ballmer would be fired
The majority of Yahoo developers would have bailed out leaving MS with code that would take them years to get under control, much less make any use of.


In other words, MS would be far closer to death than they are now.

Too bad it didn't happen. Losing Yahoo is a small price to pay for the damage that would have been caused to MS.
Reply to this comment
by Seaspray0 January 30, 2009 2:45 PM PST
Just out of curiosity, why do you hate microsoft soooo much? What exactly have they done to you personally?
by dude7895 January 30, 2009 4:29 PM PST
He has been brainwashed by Apple ads.
by viper396 January 30, 2009 4:49 PM PST
Yes, MSSlayer, why don't you explain to everyone why you have such a fanatical vendetta against Microsoft?

Or are you just another one of those Mac or Linux users with nothing better to do but hang around in online forums using every reason to flame Microsoft and everyone who disagrees with you? Do you think you're somehow cool or better then everyone else because you do that?
by J. Blow February 1, 2009 12:09 PM PST
Ever take a business class? Even one? MS could have paid for the acquisition with some of their $40B in cash, used debt for the rest, and still not had negative cash flow let alone liquidity problems. Plus they would have absorbed Yahoo's revenues.

It was a lot of money but not a hobbling amount of money by any stretch.
by MadLyb January 30, 2009 1:47 PM PST
Can we let this thread die? Please?!

At the peak, you guys were churning out articles more than once a day.

It's MS was Brad and Yahoo was Angelina and you guys are the tabloids.

Find a new couple to stalk.
Reply to this comment
by StargateFan February 2, 2009 6:21 AM PST
Agreed let the story die for goodness sake!

It didn't happen now move on!
by JCPayne January 30, 2009 2:05 PM PST
It would be exactly like when
*Comcast bought Tech TV and merged it with G4 --or--
*When AOL purchased Time Warner.

Lacklustre and both continuing to be second fiddle to Google... There's still hope for Yahoo.... AOL was kicking the tires on it weren't they?
Reply to this comment
by rocketjam--2008 January 30, 2009 2:39 PM PST
Interesting analogy to Dick's novel where the Nazis win WWII....
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by Seaspray0 January 30, 2009 2:51 PM PST
"But the seeds of the merger's fruit would be planted, and if Microsoft played its cards right, Google would be reckoning with a more formidable competitor. "

Now that's where I will dissagree with you, Stephen. The friction between the two companies would have been too great to make a good partnership.
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by J. Blow February 1, 2009 12:12 PM PST
I used to work at MS and we did tons of work with Yahoo, and I mean a lot. If I had to guess I would say there is at least 1 meeting per week between the companies and that's probably a low estimate.

The only place any tension exists is with Jerry and a couple of other people at the highest exec levels. Everyone I know, lincluded a bunch of VP's don't have an issue working together.
by gsigas January 30, 2009 3:04 PM PST
An alternate history news article with no in-depth or insider research is basically useless. If there were some interviews with insiders or internal documents that talked about what the real plans for both companies was the article would have some substance. Right now it is just a bunch of unsubstantiated claims and opinions from an outsider.
Reply to this comment
by Millerboy January 30, 2009 3:58 PM PST
Yahoo has always been in a tricky place. They are at the crossroads of the Internet/tech and "old media." It is clear that throughout their brief life, Yahoo has been both an Internet technology company and a mass media company and vacillated between both. The founding headquarters in Silicon Valley and the emphasis on software technology, search, Yahoo Messenger, Yahoo Mail, etc. compared to the more recent new headquarters in Hollywood and the previous CEO Terry Semel signals a change in DNA and a shift to a mass media corporation. They tried to do both and they failed at both. Sometimes you can't be the Jack-Of-All Trades, but you have to be the Master of One.

Obviously, Yahoo is the most popular for being a web portal (homepage) providing news & information and Yahoo's second best area of expertise is social tools such as IM, email, community and so forth. All of these things link to each other and provide more reason to use Yahoo, it's a one-stop site for all of your daily needs.

The technology side, Internet or otherwise, can be outsourced to Microsoft if they wanted to or if it was distracting them from their core competency. They can always make a temporary advertising deal with Microsoft, or temporary search deal. They don't have to sell off their search. Microsoft made a large investment in Apple in the late 1990s, Sony once partnered with Nintendo, Yahoo used Google for their web search engine, etc.

Whatever Yahoo does, I recommend that Yahoo pick their fate and stick with it. They can decide to stay the course and be involved both in Internet technology and mass media OR they can focus on ONE of the two areas. It cannot be 50/50 because then both products and services will suck, a better alternative would be focusing 70% on media/web portal and 30% on technology/search engine.

Zune is for Microsoft to learn how to develop music management software, and integrate it into their smartphones (i.e. Microsoft Windows Mobile). HD-DVD was to spite Sony's Blu-Ray and hurt Sony as a corporation. Sony and Microsoft are competing in the video game industry. MSN is for the internet and it is related to software, the internet is definitely going to be another market to sell software as services in the future. Xbox is a smart move because it provides a foot in the door for putting MS software into the living room. After all, the video game console might be the most important entertainment device of the future. Not to mention the fact that the video game industry is bigger than Hollywood, in terms of revenues and profits. Microsoft sees an opportunity for revenue growth, the Xbox 360 is doing fine, and I wouldn't get too scared of the Wii. The Wii tapped new markets, children, parents, and grandparents. The Xbox 360 and PS3 are competing in the same demographic: hardcore gamers, male, age 16-35. The X360 is kicking ass right now.

Microsoft should learn from Zune and MSN to find new ways to improve their software. First, MS should integrate their MP3 player into their smartphone OS. The gadget world (cell phones, PDAs, mp3 players, etc.) is heading towards convergence. Sooner or later, the MP3 player will be assimilated into cell phones. It's only a matter of time. The device of the future is a smartphone.


For what it's worth, this is a direct statement from Microsoft?the crux of last week's Financial Times story was not found in a direct quote, but rather in a section of analysis. Says the FT:

"[The future of the Zune] lies in planting the software and online service linked to the player in other devices."

Given that music phones have long since come of age, such a strategy?whereby the Zune is a software platform primarily intended for the multitude of Windows Mobile handsets?would make sense. But for now at least, the standalone Zune seems to have some time left.

Source: http://i.gizmodo.com/5130915/microsoft-denies-reports-that-zune-hardware-isnt-long-for-this-world
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by aaydogan January 30, 2009 6:13 PM PST
Microsoft<-----huge, dominant, badly engineered. Yahoo<------a brand in search of a product. Microsoft + Yahoo = 0. Think of all of that brain power going to waste churning out the same old unusable, crap year after year. Can't wait to see Yahoo finally shut it's doors. Microsoft can still redeem itself. Windows 7 could portend well for the future....just need to get rid of pompous jerks like Balmer.
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by frobroj February 1, 2009 2:37 PM PST
They would have screwed up yahoo as badly as they did Vista. Get some marbles and rework the entire OS like Apple did. Admit that Windows was not built with the network in mind and start from scratch. PLEASE!!! I used to love Microsoft. When they were innovators and dreamers.
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by StargateFan February 2, 2009 6:24 AM PST
Although I have to agree with you about re-writing the OS, for different reasons. I have to ask what in the world Vista has to do with a web merger between Microsoft and Yahoo?
by Greg465 February 2, 2009 1:30 PM PST
both yahoo and MSN suck
by Inconnux February 1, 2009 6:37 PM PST
I really can't see what either company could add to the other. Yahoo is losing marketshare every month and Microsoft has yet to figure out how to run a decent portal (MSN and WinLive are horrible).
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by mtoc February 2, 2009 3:13 AM PST
they may be bed-fellows, yet!
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by Greg465 February 2, 2009 1:29 PM PST
its nice how cnet uses unbias words such as "Nazi"
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by dweave213 February 3, 2009 2:30 AM PST
Begs to wonder what would have happened if Time Warner had opted against purchasing AOL. Billy G and company saved billions in not purchasing an over-inflated idea.
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