Chief Executive Steve Ballmer told employees in a company assembly Thursday that he knows how much he’d spend to buy Yahoo and accelerate his company’s Internet play.

“We’re willing to pay for that at some level, and beyond that level we’re not willing to pay for it. I know exactly what I think Yahoo is worth to me,” the executive said. “I won’t go a dime above, and I will go to what I think it’s worth if that gets the deal done.”

But he didn’t offer a figure, and he didn’t say whether Microsoft is considering raising its unsolicited bid, worth $44.6 billion at the time it was made in early February.

The offer is currently worth about $42.4 billion, or $29.48 per share, based on Microsoft Corp.’s closing stock price Thursday. Yahoo Inc. has rejected the offer, saying it undervalues the company. Microsoft’s board has been considering whether to raise the bid to as much as $33 per share, according to The Wall Street Journal.

Ballmer didn’t provide any new insight into the company’s efforts to buy the Silicon Valley pioneer during the meeting at Microsoft’s Redmond, Wash., headquarters, but he did indicate that an end to months of speculation was near.

“We ought to announce something in relatively short order,” Ballmer told employees.

His comments were first reported by Silicon Alley Insider, an online technology news site, and confirmed by a Microsoft spokesman.

Ballmer added that buying Yahoo is just one of many moving parts in the software maker’s strategy to compete with Google Inc. in search and Web advertising, and that if neither a friendly nor a hostile deal “look good,” he’s willing to walk away.

Microsoft’s board met Wednesday but reached no decision on a next step, the Journal reported. The software maker had given Yahoo until last weekend to agree to a deal or face the prospect of an ugly proxy fight.

Meanwhile, Yahoo is exploring a possible advertising partnership with Internet search leader Google Inc. or a merger with the online operations of Time Warner Inc.’s AOL as possible defenses if Microsoft tries a hostile takeover.

Impressed by a two-week test completed last month, Yahoo could firm up a long-term deal within a week, according to the Journal. Any alliance between Yahoo and Google would face intense antitrust scrutiny, however, because the two companies control more than 80 percent of the U.S. market for search advertising.

Yahoo and Google hope to allay those concerns by structuring their deal so their rivals, including Microsoft, could participate in an auction-based system, the Journal said.

Om Malik wrote at GigaOm, “If Yahoo is turning to Jajah for Voice on IM, then AOL wants to offer others an ability to integrate AIM Call Out service via its Open Voice APIs into softphones, as well as SIP-enabled hardware and cell phones with Wi-Fi connectivity. AIM Call Out is a pay-as-you-go outbound voice calling service built right into AIM.” He continued, “Jajah, AOL Open Voice, Ribbit and scores of others are taking a platform approach to VoIP, hoping that adding voice to applications will drive up minute volume and turn them into a viable business.”

TMCnet.com reports, “Many users are loathe to run multiple IM clients, so many switched from AIM to Skype because they could get IM, plus voice & video — all in a single client. Why bog down system resources with multiple IM clients? I will say AOL has done a good job of beefing up the feature-set of AIM, but one has to wonder if Skype’s momentum is unstoppable.” The piece continues, “In any event, Steve Murphy, Senior Vice President, AOL said, ‘By opening up our voice communications gateway to developers we’re furthering the mission of AIM which is to facilitate the world’s real-time conversations. We’re building on the popularity of the Open AIM program and opening up the AIM Call Out platform, enabling open standards voice communication services to proliferate in the marketplace.’”

Autonomy has launched Autonomy Information Governance (AIG), a software that can understand in real-time the meaning of email, blogs, and other documents. It can flag illegal communications and also find documents related to a lawsuit against the company, and also destroy documents that don’t require to be saved yet could raise the risk of a successful future legal action against the company.

Autonomy has been in the content management, knowledge management space long before it even was discussed in enterprises. I have watched this co closely since the pre-dot-com days and they have come out many a times, ahead of competitors, with some very intelligent products. I think this becomes a lot more relevant with the compliance scare of SOX. Would be interesting to watch how the industry takes it.

“Human nature is not going to change because of the Internet,” said Michael Lynch, CEO and founder of Autonomy. “Technology has made it easier for some people within a company do a lot of damage.” He cited the recent case of a French trader who lost billions of dollars in unauthorized trades, and the loss of data on every child in Britain by a UK government agency.

The AIG software has several uses. Customers set the policies they are required by law to enforce and the software monitors compliance in real-time.

This includes inappropriate communications via email or instant messaging. For example, it can warn the user not to send an email because it contains illegal communications, or it is in violation of one of many corporate governance rules in its sector.

Another use for AIG is in e-discovery. When a corporation is sued, it often has just 90 days to produce huge quantities of documents, emails, etc, related to the lawsuit. It faces huge fines if it doesn’t meet the deadline. The software understands the meaning of documents and can reveal which documents should be reviewed by lawyers.

Read zdnet story

Most Wall Street analysts believe Microsoft now faces a drawn-out proxy campaign to win its unsolicited takeover of Yahoo!, according to the poll.

By contrast, the general view in February when Microsoft announced its offer was that Yahoo! would agree to a friendly merger if Microsoft only sweetened its bid. By mid-March a Reuters poll showed that Wall Street expected Microsoft to buy Yahoo! without raising its price.

Microsoft last week repeated chief executive Steve Ballmer’s three-week-old threat that his company will go hostile, or even call off its bid, if Yahoo! did not agree to a deal before this weekend. Microsoft executives said they will reveal their next move this week.

“I’m betting that Ballmer is bluffing with his ‘walk away’ comments and that he’s going hostile,” said Jefferies & Co analyst Youssef Squali, who believes Microsoft will stick with its current $31-per-share offer.

Nineteen brokerages now say they expect Microsoft in coming days to move forward with a hostile bid after being frustrated in a three-month effort to entice Yahoo! to reach a negotiated deal, the survey reveals.

Due to a drop in Microsoft stock, it is now worth $42.7 billion.

Another three Wall Street houses see Microsoft walking away rather than raising its offer. Many Microsoft shareholders fear a higher-priced deal would dilute the value of their shares and have an uncertain payback. Were Microsoft to walk away, Garrity estimates Yahoo!’s stock could drop around 14 per cent to $23 a share, while Microsoft’s stock might jump about 17 per cent to $35 a share.

Fourteen brokerages say they expect Microsoft to begin a campaign to unseat Yahoo!’s board and encourage the company’s shareholders to accept its current $31 bid. Another five brokerages expect Microsoft going hostile at a lower price.

To counter Microsoft, Yahoo! has held talks with Time Warner Inc on a deal to merge Yahoo! with Time Warner’s AOL unit in return for Time Warner taking a stake in Yahoo!, several sources familiar with the negotiations said earlier this month.

A Yahoo!-AOL tie-up would be part of a three-way deal in which Yahoo! may partner with rival Google Inc. to use Google’s advertising system to sell ads alongside Web search results Yahoo! serves up to its users, these sources said.

Yahoo! executives told investors on a quarterly conference call last week it was “premature” to discuss whether a trial run of the Google ad partnership will lead to a deal between the two companies, but declined to comment on progress Yahoo! is making on a deal with AOL or other alternatives to Microsoft.

AOL’s Internet media and advertising assets represent the closest thing to Yahoo! and would significantly enhance Microsoft’s Web audience, he said. Microsoft has reportedly talked with News Corp, owners of the MySpace social network, about a joint bid for Yahoo!, but Moran believes MySpace is less promising than Facebook, albeit one that is unlikely to sell at a price Microsoft would be ready to pay.

The Reuters poll drew responses from 17 Microsoft analysts and 15 Yahoo! analysts from 25 different Wall Street brokerages. It was conducted on Friday, a day before Microsoft’s three-week-old deadline expired for Yahoo! to reach a deal.

What will happen if Microsoft adopts a full hostile takeover strategy. There is a superb analysis done at pmrca.

The possible scenarios from here, in roughly decreasing order of probability, include:

• Hostile Takeover: Microsoft moves forward with a full-fledged hostile takeover — trying to replace Yahoo’s board and/or taking its offer directly to Yahoo’s shareholders.
• Higher Offer: Microsoft raises its offer or otherwise modifies its offer terms to make them more attractive — for example, Microsoft could shift to an all-cash offer — in an attempt to make the deal happen without going fully hostile.
• Walk Away: Microsoft drops its offer and walks away; Yahoo’s stock drops to its pre-offer level of $19.18, give or take. Lots of moves and countermoves could follow: Microsoft could come back later with a lower or higher offer; Yahoo could cut a Google advertising deal to boost its revenue and margins and make itself harder to buy; Microsoft could take its $44 billion and go buy virtually every new Internet company of any consequence founded in the last 10 years; etc.
• Yahoo Caves: Yahoo’s board caves and accepts the current Microsoft offer.
• White Knight: Another bidder enters and offers Yahoo a higher price.

Let’s assume the Hostile Takeover scenario, which seems to me to be the most likely given Microsoft’s strategy and explicit public statements. What happens then?

There are two primary hostile takeover tactics:

• A tender offer, which we can equivalently call an exchange offer since the offer includes Microsoft stock that would be exchanged for Yahoo stock. This would be an offer by Microsoft to acquire Yahoo shares from existing Yahoo shareholders directly. Note that this hasn’t happened yet; Microsoft’s offer up until now has been made to Yahoo the company — in a tender offer, the offer would be made directly to Yahoo’s shareholders.
• A proxy fight by Microsoft to take control of Yahoo’s board of directors — to put in place a new Yahoo board that would accept Microsoft’s current offer.

These two tactics could be used alone or in tandem.

In the case of a tender offer: if shareholders owning more than 50% of Yahoo’s shares agree to the offer, Microsoft gains control of Yahoo directly.

(Actually, Microsoft probably wouldn’t need to own a full 50% of Yahoo’s shares — it could own, say, 40% and then have effective control, because only one-sixth of Yahoo’s remaining shareholders would have to vote with Microsoft on any issue in order for Microsoft to exercise control.)

Yahoo’s best defense against a tender offer is its poison pill. The poison pill works like this: if Microsoft acquires more than 15% of Yahoo without Yahoo board approval, the poison pill kicks in and issues a flood of new Yahoo stock into the market in such a way that Yahoo becomes much more difficult and expensive to buy. Poison pills have been used as defensive mechanisms by public companies against hostile takeovers for years, and the dilution they cause is so huge that no poison pill of this type has ever been triggered.

Rather than trigger the poison pill, Microsoft would most likely condition its tender offer on Yahoo’s board cancelling its poison pill. If the Yahoo board refused to cancel the poison pill, Microsoft could sue in a Delaware court to force a cancellation of the pill. (Any and all litigation to force Yahoo to come to terms will be in Delaware, since that is where Yahoo is incorporated.)

Delaware courts give some deference to target boards in resisting hostile takeovers, especially in the early stages of a takeover fight, but in many cases the courts have been unwilling to allow targets to “just say no” in the face of a well-financed offer at a significant premium — which is the situation Yahoo is facing. It’s impossible to predict what a court will do, but Delaware courts are more likely to force a poison pill to be cancelled when a target board has had plenty of time to drum up alternatives to the hostile offer, and where the hostile offer is well-financed and represents a significant premium to the company. This gets even more likely if the bidder has raised its price during the process, which hasn’t happened here — yet.

In the case of a proxy fight, which Microsoft has overtly threatened: Microsoft would nominate an alternate slate of directors for election to the Yahoo board in place of the current directors. If Yahoo shareholders favor the Microsoft bid, they can vote for Microsoft’s alternate directors, who — if elected to Yahoo’s board — would approve the Microsoft bid.

A proxy fight may have special appeal for Microsoft for a couple of reasons.

First, it could work in one fell swoop.

Many public companies have a “staggered” board, where some directors are up for election or reelection each year, but the entire board is never up for reelection in a single year.

Yahoo, however, has its entire board standing for reelection each year.

In retrospect, this was not a good idea — whoever set this up at Yahoo made a serious mistake. In a proxy fight with a staggered board, target management can lose a proxy fight and still control two-thirds of the board. In Yahoo’s case, if Microsoft wins one proxy fight, it takes out the entire Yahoo board.

It would be practically impossible for Yahoo to change to a staggered board now — in fact, trying to do so would immediately give Microsoft its opportunity to nominate its slate of directors.

Second, Yahoo can’t block a proxy fight via a poison pill or any other mechanism. They can delay it — a bit — but they cannot block it.

Microsoft gets control of Yahoo if it puts up a slate of directors for election and they win at Yahoo’s 2008 annual meeting. All that is needed for Microsoft’s slate to win is to get more votes at the meeting than Yahoo’s incumbent directors. Since not all Yahoo shareholders will bother to vote, Microsoft doesn’t need a majority of all shares to win — it just needs more votes.

As it turns out, Microsoft has leaked to the press the fact that it has already assembled a slate of directors who have agreed to run against Yahoo’s board in the event Microsoft moves forward with a proxy fight. The Microsoft slate includes several former CEO’s, COO’s, and CFO’s — individuals certainly qualified to sit on a corporate board.

If Microsoft wins the proxy fight, then its acquisition of Yahoo is probably a foregone conclusion. Microsoft’s slate of directors would be expected to vote to cancel the Yahoo poison pill, allowing Microsoft to make its tender offer for Yahoo’s shares. However, the new Microsoft-installed board would still have to exercise its fiduciary duties and carefully assess whether the Microsoft offer is in the best interests of Yahoo shareholders — if the new board acted rashly to rubber-stamp the Microsoft takeover, it could theoretically be sued by pro-Yahoo shareholders, although that lawsuit would be an uphill battle. Further, Yahoo’s poison pill would throw some procedural hurdles Microsoft’s way: the pill says that for a 180-day period following a successful hostile proxy fight, the new board can only cancel the pill if it follows certain procedures, including getting an independent financial advisor to opine that cancelling the pill is in the shareholder’s best interests. All this would do is slow down Microsoft’s takeover — it would still happen.

Yahoo has taken other steps to respond to Microsoft’s unwanted advances.

In February, Yahoo adopted a takeover-related compensation plan covering every full-time employee. The plan would issue large cash payments and 100% accelerated stock option vesting to Yahoo employees who are terminated “without cause” or who quit “for good reason” in the two years following a takeover. The devil is in the details — if the definitions of “cause” and “good reason” are broad enough, the plan could give Yahoo’s entire employee base easy access to 100% option acceleration and large severance cash payments after a takeover. The plan has the effect of making a takeover of Yahoo more expensive — and Microsoft has responded by saying it might lower its offer price as a result.

Yahoo has also bought time by amending its bylaws to delay the deadline for making board nominations for this year’s board election, and could buy additional time by delaying the date of its 2008 annual shareholder meeting.

Previously, Yahoo board nominations had to be made by March 14. While searching for an alternate bidder, Yahoo did not want to face a proxy fight starting in March, so it amended its bylaws to require board nominations to be made within a 10 day window after Yahoo announces the date for its 2008 annual shareholder meeting.

Yahoo has not yet announced the date for its 2008 annual meeting. However, under Delaware law, Yahoo has to have its annual meeting by July 12 — the 13-month anniversary of its last annual meeting — or Microsoft can sue to force a prompt annual meeting. Microsoft would almost certainly win that lawsuit, and the court would probably force a meeting within 60 to 90 days. So Yahoo can at least delay its annual meeting and therefore the board election process until July, and perhaps as late as October if it is willing to force Microsoft to sue to schedule a meeting.

So this may yet come to remind you of the Democratic presidential primary season — it may last a while.

You should read the full story at pmrca.

This is also being discussed here: Microsoft Watch, Financial Times, Between the Lines, Scobleizer, TechCrunch, Tech Check with Jim Goldman, TECH.BLORGE.com, Tech Trader Daily, GMSV, Hacking Cough, Valleywag, mathewingram.com/work, rexblog.com, Marc’s Voice, franticindustries, Search Engine Land, Tech Ticker, MediaFile, WebProNews, Digital Daily, WebProBlog, Mashable!

A quick question to Lynda, are you going to rebrand the name? It looks pretty half baked with the hyphen.

And why is the logo toppled? Get it up and running. It is high time.

This is interesting to note, in light of the new figures released by comScore show that AOL’s Platform A advertising network is the top advertising network in the United States by reach (unique visitors).

According to the figures, Platform A reaches 90.7% of all American internet users, ahead of Yahoo on 85.3% and Google on 80.9%. AOL’s figures include ads served from Advertising.com.

For people who need to be connected to their mails, there is nothing better than BlackBerry. RIM has gone through its ups and downs, and I am impressed how they have continuously improved on their devices.

And RIM is going to innovate. There are rumours of the touchscreen based (iPhone) Apple Killer phone that will take the wind out of iPhone. We have already seen such devices from other makers, so why will RIM not be able to do that.

Today, it is easy to copy designs, and the first moved advantage lasts only for about a year. While iPhone has its advantages, BlackBerry has its own. There will be some wins, some losses, but overall I have strong suspicions that NYT’s predictions (or fears) will be even close.

It’s going to be fun to watch the “Smartphone” battlefield though. Who will win? What do you think?