Microsoft buying Yahoo!

Despite a long history of unsuccessful corporate mergers and acquisitions (M&A), captured by now by the dismal M&A rate of success (~30%), M&A comes in and out of fashion as a favorite growth option. Ever wondered where these [...] ideas about M&A might have come from? Seneca--the Younger--would have answered: cui prodest. We, from Tech Trade Daily, learn about a Merrill Lynch analyst's research report whereby Microsoft is being advised to acquire Yahoo!.

The stated rationale behind such advice is: Google's assumed internet preeminence; Microsoft's failed MSN; Microsoft can afford the cash and debt, and needs, to buy a company the size of Yahoo!; and, in the analyst's own words:
Yahoo! seems a strategic fit based on: 1) Microsoft's search/advertising focus across the PC, mobile devices and video game consoles, 2) natural ad platform and cost synergies and 3) elimination of a top competitor.
I am not sure how the conclusion that Microsoft needs to buy something the size of Yahoo! was reached. Lest we forget, Microsoft still has to make sense out of its two last largest corporate acquisitions, Great Plains and Navision. These two companies were not structured as differently from Microsoft as Yahoo! would be, and came both for at a tenth of the cost of Yahoo!.

As a side note, I could imagine the transformational power of targeted advertising, which at the limit would place a future successful business in between a buyer and a lot of her transactions, but would have a hard time betting the future of a today successful company on that prospect. Indeed, who doesn't recall the late '90s projections behind e-commerce, and in particular, yet we see how hard it's been to change the industry structure.

As a second side note, since the Merril Lynch analyst seems troubled not a bit by reduced competition on the internet, one can tell how much he cares about consumers welfare.

Not for lack of rigour, we are then being told that, in the worst case scenario, failure would cost Microsoft $5/share. Some people simply don't know a typical organization from a hole in the ground, our analyst doesn't seem to know that, from an operational perspective, $1 at Yahoo! may be very different from $1 at most Microsoft. Indeed, while Yahoo! has become a media company, Microsoft, according to its current corporate structure and $12 Billion annual revenue, is so much more about enterprise and consumer software platforms and applications than a(ny) media entity. And, unless all computer applications, consumer and enterprise, are going to be delivered like the little gadgets from Google or Yahoo!, why would one want to make Microsoft a media company? Moreover, some seem to have forgotten AOL-Time Warner proved how difficult it is to join even two media companies. How can one think of grafting a media giant like Yahoo! onto the rest of Microsoft when they have so little in common? So, when pricing the cost of the option of buying Yahoo! only at $5/share, cui prodest?

Without doubt, there is plenty of revenue potential in approaching the internet more like a media business, but so is in the non-media business Microsoft has been so successful at. As I wrote here, Microsoft would do better if separated its consumer and enterprise businesses. Should that happen, one can see less structural obstacles to a joint Microsoft-Yahoo! entity. Otherwise, some in the M&A field must be reminded that corporate entities rarely make for additive operations. The rest of us, when not knowing an answer, would do well to return to classics.

On advertising
The only/last business model?

Henry Blodget, the blogger--as if he had it all coming from his name, brings up an interesting thesis by correlating the fates of the advertising and housing markets: As Goes the Housing Market, So Goes Advertising.

Without analyzing the strength of this correlation, why wouldn't one go a step further and ask: If advertising were no longer enough to support Google's growth, could it ever charge for its growing number of services?

I don't have an answer, yet the value is in the question sometimes. What do you think?

June 14 Addendum
People are looking indeed:

June 15 Addendum:
"I think we'll look back at this day as the separation between two eras in software — the first being software in a box, and the second software distributed over the Internet for free and funded by advertising. The new era requires a complete re-examination of Microsoft's business model, which has been one of most profitable the world has ever seen." These were the words of George F. Colony, CEO with Forrester Research, on the occasion of Bill Gates' announcement about gradually leaving Microsoft. I sure hope George got it wrong, even though the history of television would indicate otherwise.