Parsing Microsoft: A Vote for Carl Will Get You a Deal

When Microsoft finally answered Carl Icahn's phone-calls, the company had to assume the famed investor might make those conversations public, with or without a courtesy heads-up. Consequently, the company was able to follow quickly with its own statement, ensuring inclusion in the initial wave of coverage.

As a matched set with the Icahn parsing, here's the translation of Microsoft's confirmation. (And yes, Yahoo followed dutifully with a statement of its own for interpreation.)

Microsoft: In the past week we have had the opportunity to discuss with Carl Icahn the prospects for a possible agreement between Microsoft and Yahoo!.

Translation: We knew that Carl would eventually publicize the conversations, so we had this statement ready.

Microsoft: Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!.

Translation: We're as sick of this story as everyone else.

Microsoft: We have concluded that we cannot reach an agreement with them.

Translation: Call it intuition.

Microsoft: We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the "Search" function with large financial guarantees or, in the alternative, purchasing the whole company.

Translation: If Yahoo shareholders fire Jerry and Bostock, we promise to come back to the table.

Microsoft: As Mr. Icahn notes in his statement today, it would be premature to discuss at this time important details such as the price or other terms of a possible transaction.

Translation: Don't even think about $33.

Microsoft: We respect the right of Yahoo!'s shareholders to determine the destiny of their company...

Translation: But we won't respect you if you continue to enable your abusers.

Microsoft: ...and we do not intend to engage in ongoing commentary on these issues in advance of Yahoo!'s shareholder meeting.

Translation: We've accomplished what we needed with this statement, and we won't be drawn into conversations speculating on price.

Microsoft: As we explained on June 12 when Yahoo! announced an agreement with Google, we believe that our proposed search acquisition and partnership would have delivered superior value to Yahoo!'s shareholders and the marketplace as a whole.

Translation: Superior, but not beneficial.

Microsoft: We have not changed our position, even as we continue to move forward with our own online search and advertising offerings.

Translation: The airbag has exploded in our face a couple of times, but we're in the driver's seat.

Microsoft: We therefore welcome interest by Mr. Icahn in pursuing this and other discussions.

Translation: It's fun watching a hungry, old cat among the purple pigeons.

Microsoft: While of course there can be no assurance of a future transaction, we will be prepared to enter into discussions immediately after Yahoo!'s shareholder meeting if a new board is elected.

Translation: While of course there can be no assurance of a future transaction, it will look like the fall of Saigon on August 2.

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