Parsing Microsoft: And Did We Mention that We're Tired of Screwing Around?

Over the weekend, Microsoft boss Steve Ballmer thought he'd drop a quick note to the board members over at Yahoo. While all of the previous formal communications from the interested parties in the MicroHoo saga have required substantial parsing, the Ballmer letter is actually refreshingly direct. Even so, it still lacks that smooth Ballmer panache we've all come to love.

Here's the translation.

Ballmer: Dear Members of the Board:

Translation: This is a public letter that will be read by your shareholders.

Ballmer: It has now been more than two months since we made our proposal to acquire Yahoo! at a 62% premium to its closing price on January 31, 2008, the day prior to our announcement.

Translation: We're tired of screwing around.

Ballmer: Our goal in making such a generous offer was to create the basis for a speedy and ultimately friendly transaction.

Translation: We thought you'd be overwhelmed by frustrated shareholders.

Ballmer: Despite this, the pace of the last two months has been anything but speedy.

Translation: We've made "anything but speedy" an art-form, and so we know it when we see it.

Ballmer: While there has been some limited interaction between management of our two companies, there has been no meaningful negotiation to conclude an agreement.

Translation: We understand why we aren't budging. But we're really confused why you aren't.

Ballmer: We understand that you have been meeting to consider and assess your alternatives, including alternative transactions with others in the industry...

Translation: You've been seen begging all over town for table scraps...

Ballmer: ...but we've seen no indication that you have authorized Yahoo! management to negotiate with Microsoft.

Translation: ... and yet we can't even get you to RSVP to our formal dinner party.

Ballmer: This is despite the fact that our proposal is the only alternative put forward...

Translation: You have no other options. None. It's our favorite kind of situation.

Ballmer: ...that offers your shareholders full and fair value for their shares, gives every shareholder a vote on the future of the company, and enhances choice for content creators, advertisers, and consumers.

Translation: The DOJ should remember this is good for choice, not bad. In fact, it just plain good for democracy. The content creators will greet us in the streets as liberators.

Ballmer: During these two months of inactivity, the Internet has continued to march on...

Translation: To give them more time to prepare for the combination, Google convinced you to diddle around.

Ballmer: ...while the public equity markets and overall economic conditions have weakened considerably, both in general and for other Internet-focused companies in particular.

Translation: It's even more of a buyer's market than it was two months ago.

Ballmer: At the same time, public indicators suggest that Yahoo!'s search and page view shares have declined.

Translation: And, even worse, your business continues to tank.

Ballmer: Finally, you have adopted new plans at the company that have made any change of control more costly.

Translation: You incentivized your best people to leave if we do the deal. We've already recalculated that into our new offer.

Ballmer: By any fair measure...

Translation: Even when you include the "selling-to-the-devil" premium we have to pay every time we buy something...

Ballmer: ...the large premium we offered in January is even more significant today.

Translation: ...so get it out of your heads that we'll sweeten the bid. If we walk, you're trading at $19.

Ballmer: We believe that the majority of your shareholders share this assessment...

Translation: They are just as emotional about their money as Jerry is about control of the company.

Ballmer: ...even after reviewing your public disclosures relating to your future prospects.

Translation: That PowerPoint deck was cute. But for some reason, most people don't believe eight straight quarters of decline are suddenly going to turn into 20% annual growth, particularly in a down economy.

Ballmer: Given these developments, we believe now is the time for our respective companies to authorize teams to sit down and negotiate a definitive agreement on a combination of our companies that will deliver superior value to our respective shareholders, creating a more efficient and competitive company that will provide greater value and service to our customers.

Translation: Have we mentioned we're tired of screwing around?

Ballmer: If we have not concluded an agreement within the next three weeks...

Translation: Yes, that loud ticking noise is resuming.

Ballmer: ...we will be compelled to take our case directly to your shareholders...

Translation: And out of your frozen hands.

Ballmer: ...including the initiation of a proxy contest...

Translation: ...and the conclusion of any pretense of civility... in fact, at this point, we'll probably enjoy it...

Ballmer: ...to elect an alternative slate of directors for the Yahoo! board...

Translation: ...after which we will chain you behind our chariots, and parade you through the streets of Sunnyvale.

Ballmer: The substantial premium reflected in our initial proposal anticipated a friendly transaction with you.

Translation: We believe your shareholders have already plugged $31 into their net worth models.

Ballmer: If we are forced to take an offer directly to your shareholders, that action will have an undesirable impact on the value of your company from our perspective which will be reflected in the terms of our proposal.

Translation: And you're going to force them to accept $28, not the $33 you're whispering about.

Ballmer: It is unfortunate that by choosing not to enter into substantive negotiations with us, you have failed to give due consideration to a transaction that has tremendous benefits for Yahoo!'s shareholders and employees.

Translation: We will enjoy watching you fight shareholder law suits for the next four years.

Ballmer: We think it is critically important not to let this window of opportunity pass.

Translation: The timer is counting down. Ever watch 24? It gets kinda tense toward the end.

Ballmer: Sincerely yours,

Translation: Completely ballistic by now,

Ballmer: Steven A. Ballmer, Chief Executive Officer, Microsoft Corporation

Translation: Ya'know, the big, nutty one who does that Monkey thing.