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February 4, 2008 3:39 AM

Yahoo Bid Reveals Microsoft's Fatal Flaw



News Commentary: Let me tell you what I really think about a Microsoft-Yahoo merger.

With the weekend and the flu behind me, I've got better perspective on Microsoft's unsolicited, $44.6 billion offer for Yahoo. It sucks.

On Friday evening, I exchanged e-mails with my Google Watch colleague Clint Boulton. He called the merger the "worst deal of the Internet age," and later blogged just that.

Microsoft-Yahoo OverlapI agreed and replied, "If this deal goes through, it's game over. Microsoft loses. These Microsoft guys are either nuts or ridiculously desperate. Microsoft will shatter against Yahoo and new monopoly Google will rise from the remains."

My early misgivings have coalesced into a clear, absolute opinion: A Microsoft-Yahoo merger would be even worse than the mess AOL caused by acquiring Time Warner. I've already stated some of the problems, particularly some of the sticky integration issues.

The problems are many, but three really stand out.

Microsoft will destroy the best things about Yahoo. Most of Yahoo's best technologies, including those highly-efficient data centers, use open source, free or other non-Microsoft software. Microsoft can't change its nature. The company will makeover the best Yahoo stuff in its own image, negating the best benefits from the most valuable assets. Said another way: Microsoft will pick the best fruit from the tree, which will decay once it is removed from the vine.

There is too much product, service and customer overlap. For years, I've said that Microsoft's competitive obsession with Google was misplaced. Yahoo is a much bigger Microsoft competitor, because of the many more places the two companies compete. The worst kind of acquisition occurs when there is too much overlap. There are so many areas: advertising, alerts, autos, calendaring, domains, finance, e-mail, instant messaging, localized services, mapping, music, mobile browsing/services, movie listings, photo storage, portals, search, small business services, shopping portals, shopping services, toolbars, TV listings, widgets, video and Web hosting, among others. The amount of overlap reminds me of Hewlett-Packard absorbing Compaq, the only real gain of which was the elimination of a competitor. Microsoft-Yahoo is similar, methinks.

Integration will distract Microsoft and sidetrack resources. During 1998-2001, Microsoft lost its way, mostly because of the distraction caused by the United States antitrust case. That event shows how poorly Microsoft handles distraction. Right now, Microsoft is executing better than it has in years, even considering the debacle called Windows Vista. The integration process will disrupt normal business and slow down, perhaps break, a machine that otherwise is working well.

In any acquisition, the purchaser should evaluate short-term losses against long-term gains—and Murphy's Laws are a good filter. There are lots of variations on Murphy's Laws, but the way that I learned them is this:

1. Everything will always take longer than you think.

2. Reconsider all the possibilities, because you've always missed at least one.

3. Anything that can go wrong, will go wrong—and at the worst possible moment.

I expect a Microsoft-Yahoo merger to be a textbook example of Murphy's Laws in motion.

The acquisition announcement, made without the support of Yahoo's board stinks of desperation. Microsoft is notorious for taking a build-versus-buy approach. The company only buys when it can't build something good enough or fast enough. If Microsoft prefers to buy Yahoo, what does that really say about the new services platform strategy, how far it is along or the state of Microsoft's advertising and search infrastructure? The acquisition bid is tacit admission by Microsoft executives that they don't have confidence the company can do what's needed fast enough.

Clint said it right: "Microsoft's blood is in the water. Does Google smell it?" The bid reveals Microsoft's weakness to Google. Yahoo is in no rush to be bought by Microsoft, even at a 62 percent premium. In a blog post, Yahoo made clear its intentions to take time evaluating Microsoft's offer and possibly courting other suitors. Microsoft called the hand, but Yahoo refused to show its cards.

Yahoo shareholders would be foolish not to accept Microsoft's premium offer. Yahoo's board would be foolish to accept the offer. Microsoft was foolish to make the offer, and it's top executives will be fools should there be a merger.

In literature, there is the concept of the fatal flaw. Microsoft's flaw has long been its obsession with competitors and fanatical protection of its monopolies. If Microsoft buys Yahoo, the flaw will finally prove disastrous. Who among Microsoft executives is Lady MacBeth, urging the king to act rashly in an attempt to seize the throne, but in the end only losing something more precious?

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Comments (24)

Lawrence D'Oliveiro :

What's the bet that Dimdows 7 is going to be late?
Those stupid fucks...

I-Man :

Joe, this entire Microsoft/Yahoo episode means VCSY wins. We're watching Microsoft admit to defeat in the web arena. They have to find somebody else to front their internet products because Microsoft tried to steal their way on to the web.
----------------------------------------------

http://www.vcsy.com/press/releases.php?year=2007&month=04&day=20&num=00
FRIDAY, APRIL 20, 2007

Vertical Computer Systems, Inc. Files Patent Infringement Lawsuit Against Microsoft Corporation

Fort Worth, TX, April 20, 2007 (PRIME NEWSWIRE)? Vertical Computer Systems, Inc. (OTCBB: VCSY)(www.vcsy.com) announced today that on April 18, 2007, Vertical Computer Systems, Inc. filed suit for patent infringement against Microsoft Corp. in the United States District Court for the Eastern District of Texas. VCSY claims that the Microsoft .Net System infringes U.S. Patent No. 6,826,744.

Mike :

What's the bet that the first two posts here will be off-topic...

Gabriel Lozano-Moran :

With all respect for the author of this article but don't you think that an acquisition of 44.6 billion dollar has been well thought ought by real professionals? Microsoft has always an hidden agenda and even it is not immediatly clear on why Microsoft would do this, it will be clear in the near future.

Olay Rullan :

Let's not be too negative about this news. It's too early.

Microsoft has been known to acquire other technology firms and have emerged to come to integrate the best of the best features onto their products.

This is most likely their agenda here.

Who wouldn't want that?

Gabriel. I have absolutely no doubt that MS employ some of the smartest people out there. However, I'm also in no doubt that MS couldn't organise a piss-up in a brewery.

MS Exec and Board delivery is basically Borked. And has been for a while. Once you have a chest-beating (silverback) style culture, chair throwing and aggression, then you have a leader who believes his own bulls**t.

This is really good news, in that this will ultimately destroy MS - or at least prompt a break-up of divisions that actually earn money - OS and Office - from the rest of the box of frogs...

Or. Being kind, its all a huge double bluff and not actually going to happen. Perhaps just there to scare Google and demoralise further Yahoo.


---* Bill

The Yahoo acquisition will be a major distraction for an already very unfocused Microsoft. Its core products (windows vista, office) have been neglected and need urgent attention. My 2 cents.... http://www.nickonit.com/

Trent :

An acquisition of Yahoo by M$ would definitely be interesting. I think you have to give MS a little more credit Joe. You cant keep knocking down what has been one of the most successful technology companies of the last few decades. Your tirades sound as if they come from jealously rather than well formed analysis. Sure, support the underdog but don\'t be too judgemental based on your desires, rather than what will really happen. MS is a successful company - get used to it. They play to win and improve people\'s lives with their software. They do both remarkably well considering the challenges. If this acquisition goes ahead - sure there will be some rough times but ultimately MS will make it work. There might be a lot of frantic paddling underneath the surface but the head will always appear well above water. MS blood in the water is taking it way too far. That sounds like a bleat from OSS lovers just hoping that linux and all the other crap makes it mainstream in the enterprise. Wake up and smell the capitalism you socialist idealists. What you want is just never going to happen. America invented the corporation and it is still all powerful. You can have your little protests and wish against it but you are just making fools of yourselves. It is entertaining reading though, even if based more on hope than fact.

Marco :

Good for you Joe! I am glad you were able to reach the conclusions I wrote about some days ago.
Nevertheless you are missing something. This union will not destroy Microsoft but only weaken it. Microsoft could be destroyed sooner than thought of is Ballmer, do not misunderstand me: Ballmer is a very clever, able and competitive guy but he is lacking a wider vision, for he can only see a part of the bigger picture.
Why can Ballmer annihilate Microsoft? Simply because he is a predator, attack and attack til kill or die. And being frank, Google is out of his league, and he cannot yet get this.

There are other ways to reach Google, but because of his (Ballmer's) own nature, it is rather unlikely for Ballmer (and Microsoft's philosophy) to realise how.

Marco :

"Microsoft could be destroyed sooner than thought of for Ballmer"....

Tom Berber :

Our recommendation: Sell VCSY stock.

Portuno :

Stock tip of the day: Sell VCSY stock.


VCSY is at a high sell status

Ed T :

I remember the heady days of the AOL/Time Warner merger. A new age was dawning, the millennium had arrived!

Then reality struck when people realized there was no there there. No real synergy, no economies of scale, and no common vision at the top.

This proposed deal is the Web 2.0 version of AOL/TW, and the results will be similar. Steve Ballmer is supposed to be the smartest guy in the room, he swings the big one, and Ray Ozzie is idolized as a demi-god. IMO both have stepped on their protuberances with this one, and both need to retire.

StockScamAlert :

Our recommendation: SELL VCSY STOCK. There has been a high volume of stock hype surrounding VCSY, with much false praise going to this stock. Do not fall for the hype. We warn you: do not buy into VCSY stock. It would be a huge investment mistake.

Tom Berber :

RE: Microsoft Yahoo! deal and Google


Google, it appears, wants to fight this. I would think Google would feel that they would have no problem easily dominating a combined MSYahoo!. Could it be possible that Google may be concerned that they may run into monopolistic accusations if MS flubs this and Google gets too large a piece of the pie?


What would happen if, as so many believe, MS botches this and we end up with a Google at 68% / MSYahoo! at 26%? Then MS will be crying to the justice dept. even though they did it to themselves.


Do you think Google would be happy keeping its share in the current range?

I-Man :

We have this feeling and it derives from human nature, that at this point in the court ordered negotiations between Microsoft and VCSY in VCSY v MSFT, Ballmer finally came to the Rubicon and said they would want a license for settling with VCSY.

I think Wade said no.

Why would Microsoft pull such a desperate stunt as this bid for Yahoo if Microsoft has what it takes to work the web? If they had the goods, they would simply show what they have at the next display case conference (MIX 08) and then watch Yahoo whimper.

As it is, MSFT has simply made Yahoo a much stronger entity (by showing MSFT weakness) and MSFT has told the industry they won't be on the internet at all without help.

Game over, Ballmer. It's a shame you don't understand technology. Your ignorance has allowed you to show everyone who does know just where MSFT's flaws are.

Ozzie, it's in your hands now. You're going to have to explain to the industry why anyone should believe any of the vaporware fumes you and you "engineering" team have been floating. All your "Live" efforts now sound as charming as farts at high tea.

JohnJ :

Every time that Microsoft does anything, the Gloom & Doom Crowd come out of the woodwork. I suspect that, once again, they will be wrong.

chips :

Joe,
How can you be so right? Have to agree with your reasoning here. Of course I would add a few things.

If MS embraces the strengths of Yahoo, open source and BSD, and puts more money into Yahoo and lets them develop an MS BSD type MAC OSX clone to sell, then MS could come out way on top. But you and I know this is not going happen. What will happen is actually how you spelled it out.

I would say that MS has still got a few years left on the two cash cows, Windows and Office. While Mac will continue to cut away market share on the high end, and Linux perhaps increasingly on the low end, it will not be enough to cripple MS for a least the next couple of years, perhaps more. So even if MS were to spend every last dime it has to buy Yahoo, it still has massive income to offset that. For awhile anyway. And who knows, Seven could be a great OS, LOL. Its might not be Vista SP2 or SP3, but most likely is. But if Seven turns out as more Vista, then MS is in serious trouble, even if Seven is late, not good. Either way MS will be around for a very long time.

Not so sure this is a good deal for Yahoo, think they would be far better off without the MS yoke long term.

Then again MS could tighten up and stop wasting lots of money like it does these days. In fact, I was reading over at either mini-MS or Todd Bishop, that 15% of the Xbox staff has left, and new Xbox projects are mostly not going forward anymore unless they are proven moneymakers. So perhaps, MS has tightened up some already in anticipation of the Yahoo buyout.

Ed T :

"Every time that Microsoft does anything, the Gloom & Doom Crowd come out of the woodwork. I suspect that, once again, they will be wrong."

And I suspect you don't own any MSFT shares. People who do own shares are not pleased with the current situation. Ballmer is wasting shareholder equity, money that could be paid out in additional dividends, on yet another foolish initiative.

If Microsoft succeed, they will lose. One of the biggest challenges with being a monopoly is that you have to cover everything at once.

If they have to spend time fighting Google via Yahoo, they'll drop the collaboration ball and lose the battle with IBM. At the same time, if they're not hard at work fixing or replacing Vista, they'll lose to the Apple (and to a lesser extent, Linux) camps.

If they spend their time fighting IBM, Google and Apple will forge ahead.

If they spend too much time with their OSes, both IBM and Google will gain ground.

In short - whether they win or lose the yahoo battle, they're besieged on at least three fronts.

HI Joe,

You are correct!!! I feel Yahoo is the good competitor for Google. If MS buy Yahoo, there is lot of advantage for Google, It takes more time to merger the two companies(may be more than a year). It gives opp. for google to stumble them with new products. again MS will fall behind the google. Sma etime it will loss the market in desktop to Apple and Linux. so end of MS?

jeff_s :

Good blog Joe. This is the first opinion piece of yours that you've actually said something negative about Microsoft.

Until now, I always dismissed you as an MS shill.

And your points are well taken. There is too much overlap, and MS arrogance will dictate that they'll gut Yahoo open source infrastructure (BSD, Linux, Apache,PHP, etc), and replace with MS tech (Windows, IIS, .Net). That would be so costly and foolish, but they'll do it.

chips :

@Krishna Srinivasan:
nice link, I added it to my bookmarks, thx's.

Microsoft says to borrow money for Yahoo deal

http://news.yahoo.com/s/nm/20080205/bs_nm/microsoft_dc
----------------------------------------------------
Gone will be the MS war chest, and interest will have to be paid.

Wall Street Charley :

Hey Joe, I think you're an entertaining tech writer but you sure ain't no M&A (mergers and aquisitions) guy. The extensive overlap is exactly what makes this deal attractive AND workable for Microsoft. Ballmer is panting in anticipation of pruning all of the overhead from this overlap and realizing the enormous cost savings from it - so much so that such savings will help fund the aqusition. Happens this way all of the time. From a finance perspective a YAHOO/Microsoft merger makes good sense and you'll see wall street bear that out.

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