The Volokh Conspiracy

AOL - Time Warner to merge!

Oh wait, I mean Microsoft and Yahoo! ... which does smell, to me, a lot like the AOL-Time catastrophe of just a few years past. The aging giant of days of yore (that would be Microsoft) looking for a way to get hip (that would be Yahoo!) and BIG in a hurry. But (you heard it here first) it will end in tears. Dust off those stories about how the two cultures don't merge, and about how the "expected synergies" never seemed to materialize. You have to be big to beat google at its game, but you can't buy your way big. I'm gonna short this deal, for sure.

Viceroy:
Merger >< Buyout.

And I don't know anyone in any space who considers Yahoo close to being hip. They're actually the aging relic of the two.
2.2.2008 11:17am
Jon Rowe (mail) (www):
Heh. I think if the deal goes bad in the future, Microsoft won't have a problem absorbing the loss.
2.2.2008 11:22am
Duffy Pratt (mail):
If the deal goes through, for me it just means that I will no longer use Yahoo Travel. Since I switched to Mac, I've declared myself a Microsoft free zone.
2.2.2008 11:25am
AK (mail):
. The aging giant of days of yore (that would be Microsoft) looking for a way to get hip (that would be Yahoo!) and BIG in a hurry.

Were you high when you wrote this?
2.2.2008 11:38am
Anon Y. Mous:

The aging giant of days of yore (that would be Microsoft) looking for a way to get hip (that would be Yahoo!) and BIG in a hurry.

I think you're wrong about Microsoft's intentions. They're not trying to buy hip, they're trying to buy marketshare.

From c|net

Asked on the conference call why Microsoft still needs Yahoo after buying Aquantive, Ballmer pointed to Yahoo's reach with consumers.

"Certainly from a consumer perspective, there's no better way to increase scale and capacity than this acquisition," Ballmer said.

Microsoft also pointed to the intense investments needed in data centers and technology needed to compete with Google.

"Scale matters," said Kevin Johnson, president of the Microsoft division that houses Windows and online advertising. "Some of the scale economics can kick in rather rapidly."

There will be no problems trying to get the two cultures to merge - it will be Microsoft's culture all the way. I would bet that in the long run, they won't even keep the Yahoo! brand. They will probably start with something like "Yahoo! by Microsoft", and just gradually phase out the Yahoo! part.
2.2.2008 11:48am
gattsuru (mail) (www):
Simply getting the market share alone would be worth the cost from Microsoft's viewpoint. Between Yahoo Mail and Hotmail, that's nearly two-thirds of all free e-mail services. This isn't as lucrative a field as searches, which Google will remain the undisputed king (50% for Google versus 25% for Yahoo and Microsoft combined), but it's still an excellent field for marketing and sales models. On the other hand, marketing and finance services, generally found to be the most lucrative part, would hold the resulting beast to be an impressive monster, with nearly half of all web accesses (35% for Yahoo, 13% for Microsoft), compared to less than one percent for Google's finance portion, although that part is still beta.

Honestly, right now is an impressively good time to purchase Yahoo, as its depth of use is widely underestimated even by those in the field.

Oddly enough, the most important part isn't the Hip and Trendy stuff -- Yahoo hasn't done that for the better part of the decade -- but the traditionally conservative market and finance people. Those also happen to be the least likely to switch teams.

I'm not sure I like it, but that doesn't mean it's a bad idea.
2.2.2008 12:33pm
CrazyTrain (mail):
Uhhh, as I recall the so-called "aging giant" at the time, Time Warner, got bought out by the new company AOL. Here, we have the exact opposite. So, it's not at all analogous. I agree with the guy who asked if you were high when you wrote this.
2.2.2008 12:44pm
byomtov (mail):
Well, we know the market hates the deal. Want a prediction market? Look at the price of MSFT.

And there is a very strong presumption that MSFT is wildly overovervaluing YHOO. What exactly makes them think Yahoo! is worth about 40% more than the market says? Hubris, perhaps?
2.2.2008 3:17pm
Sean O'Hara (mail) (www):
Yahoo is just as much an aging giant as Microsoft, and in far more dire straights. Their stock has been slumping, and they just had to lay off 1000 people this week (out of a total of 14,000). Microsoft wants to compete with Google for online content, but their attempts so far have been pretty dismal, so they're buying up a company that's been modestly successful against Google but unable to capitalize on it.
2.2.2008 4:06pm
Curt Fischer:
Microsoft and Yahoo both have diverse businesses, unlike AOL at the time of its Time-Warner merger. Also, now is not a time of "irrational exuberance", like it was then.

This entire post is a bit silly.
2.2.2008 4:26pm
byomtov (mail):


Yeah. Who cares if Microsoft's stock price drops as a result?

The point is not that there is no price at which this acquisition makes sense. The problem is the price. It smells to me like too much ego and not enough arithmetic went into the decision. This is true of many, many acquisitions.
2.2.2008 4:28pm
Bah (mail):
Yahoo is hip? Wow, you guys are old.
2.2.2008 5:41pm
SenatorX (mail):
At least they aren't buying it with debt I guess. I actually like yahoo and use it for my home page as well as their financial pages. I agree with everyone who thinks it's crazy money though. I guess when you can't find a way to grow your own business what are you going to do? Overspending on other companies is the only idea mr softie seems able to come up with lately.
2.2.2008 7:24pm
Elliot Reed (mail):
You're comparing this to the AOL-Time Warner merger? Like many other Internet companies, AOL was being wildly overvalued by the market at the time, which nobody seems to think is true of Yahoo. Plus AOL's overvaluation was being compounded by accounting fraud to overstate its true revenues (that that was hardly the only problem with the company). I don't see much reason to believe any possible overvaluation of Yahoo by the market is remotely comparable to the overvaluation of AOL.

Also, aren't Microsoft and Yahoo a lot more similar than AOL and Time Warner? Microsoft's principal asset is its near-monopoly in operating systems and basic office software, but it's a player in internet markets (most notably search) where it's directly competed with Yahoo for years. The synergies from putting Microsoft's search people together with Yahoo's search people sound very different from the synergies from putting AOL's Internet business together with traditional media properties like Sports Illustrated. The promised synergies might very well fail to materialize anyway, but I don't think the analogy is very strong.
2.2.2008 10:38pm
MJG:
As some others have noted, this kind of comparison is highly superficial. It's not to say this will be fantastic for both sides, but it's very different.

First, it's a buy-out (and a hostile one!) rather than the stock-merger that AOL-TimeWarner went through. AOL was wildly overvalued, and eventually the deal destroyed all shareholder value. Here, from a shareholder view the Yahoo shareholders will make out quite fine, while Microsoft could withstand even a complete bust.

Here is the description of the deal from thedeal.com: "In a Friday, Feb. 1, statement, the software giant said it had offered to buy Sunnyvale, Calif.-based Yahoo! for $31 per share in cash or 0.95 of a Microsoft, with the total payment divided evenly between cash and stock. The offer is a 62% premium to the target's closing stock price on the Nasdaq Thursday but falls short of Yahoo!'s 52-week high of $34.08 reached in late October."

So Yahoo shareholders are already going to do fine. Also since it is cash (and I would assume that Microsoft is not going to have to borrow all that much of this with their huge sitting cash balances). Remember, they have had tons of cash sitting on the balance sheet waiting for all their antitrust lawsuits and they have it to spend. Compared to government securities, this is not all bad.

Moreover, since it is not a stock-merger but instead a buy-out, I don't think you'll see any culture clashes. Remember, at the AOL-TimeWarner time AOL's execs were initially installed as some of the most senior folks (Steve Case, etc). I don't think too many of the Yahoo folks will find themselves on the inside of Microsoft's core group.

Finally, unlike AOL, Yahoo is actually making some money, despite its share price plummets. And AOL had a business model that was clearly on the way out (unless you started on the internet pre-2000, did you use any of those online services?).

And although Google is the 800lb gorilla, search itself is not going away and Microsoft through this deal might actually be able to use Google's dominance against it: the U.S. Antitrust folks and moreso Europe are skeptical of Google's dominance and having a large rival to Google in this arena will probably be seen as a net positive. (Again, particularly in Europe.)

So I simply disagree with such cursory analysis.
2.3.2008 9:46am
MJG:
Oh, and also it's not like Yahoo and Microsoft are as foreign as TimeWarner and AOL. In that deal their envisioned some lame-brained strategic merger, but that was clearly a mirage. Microsoft is involved in search and it is not an unknown commodity. Nor is it so discontinuous from the rest of MSFT's business. So again I think the comparison breaks down.

It seems to me you're just generally betting on Google vs. Microsoft. Maybe so. But that's a different issue. I think this is good for Microsoft, but whether it's enough, who knows. But again, MSFT has no serious competitors for its two cash cows (Windows and Office).
2.3.2008 9:49am
DeezRightWingNutz:
What do management/BODs have against returning money to the shareholders via dividends? Corporations while only de jure "persons," sure act like the real deal when it come to self preservation. They should take some advice from Blue Oyster Cult (don't fear the reaper). I just don't understand why some companies fail to realize that shareholder wealth might possibly be maximized through voluntary stagnation/contraction. Instead they try to reinvent themselves when it's often much easier to start from scratch than to transform an existing business. Just make what you know how to make until it's no longer profitable, then close up shop.
2.4.2008 9:04pm