Parsing Microsoft: Easy Dude, I Was Only Reaching for My Zune

Jack Flack wondered why Microsoft would send Carl Icahn to deliver a 24-hour ultimatum to Yahoo, and then neither Microsoft nor Icahn would be ready to pop with public statement when the clock ticked down to the deadline, allowing Yahoo to provide the lone explanation of the latest terms of disagreement.

This afternoon's statement from Microsoft provided two clues.

1. Microsoft and Icahn are only barely in sync. They have vague conversations, and then Icahn then follows his instincts within a very broad corridor. Assumedly, that's the way that both parties like it. Microsoft gets to lay back while Icahn drops cow patty after cow patty into Yahoo's purple punch bowl, while Icahn enjoys the assumed imprimatur of the guys with the checkbook.

2. Neither Microsoft nor Icahn thought the ultimatum was actually an ultimatum, and were thus caught flat-footed when Yahoo delivered a Saturday night special.

In fact, Yahoo's statement, already parsed for you enjoyment, reads as if it were anticipating rival statements from Microsoft, Icahn or both.

Icahn did indeed retaliate... when business hours resumed a day and half later. But Jack Flack demurred on parsing the individual sentences, which were not only overly numerous, but so reminiscent of the battling Bickersons that he instead opted for a summary parse.

Icahn: Statement

Translation: Again, I say, "Lies! Lies! Lies!"

Later in the day, Microsoft decided to emulate Yahoo's "set the record straight" theme (see subhed), but the statement actually illuminated much with very few words. Here's the full parse.

Microsoft: On the evening of July 12, Yahoo! Inc. released a statement relating to recent discussions involving Yahoo!, Microsoft Corp., and Carl Icahn.

Translation: This time, they got the drop on us.

Microsoft: Microsoft believes the statement contains inaccuracies that need to be corrected.

Translation: We're all starting to confuse the court of public opinion with a court of law. We all now think an assertion uncontested is an assertion confirmed.

Microsoft: Among other things, the enhanced proposal for an alternate search transaction that we submitted late Friday was submitted at the request of Yahoo! Chairman Roy Bostock as a result of apparent attempts by Mr. Icahn to have Microsoft and Yahoo! engage on a search transaction on terms Mr. Icahn believed Microsoft would be willing to accept and which Microsoft understands Mr. Icahn had discussed with Yahoo!

Translation: Carl is free-lancing.

Microsoft: Specifically, on Thursday afternoon, July 10, Mr. Bostock called Steve Ballmer's office to arrange a call. On that subsequent call, Mr. Bostock told Mr. Ballmer that "with substantial guarantees on the table and an increase in the TAC (traffic acquisition cost) rate, there are the pillars of a search only deal to be done."

Translation: OK, so we talked to them after vowing not to.

Microsoft: Mr. Bostock encouraged Mr. Ballmer to submit a new proposal to Yahoo! for a search-only deal reflecting these terms.

Translation: We are not flip-flopping, again. We are steadfast. We simply responded to encouragement.

Microsoft: After considering Yahoo!'s request and taking into account Yahoo!'s previous feedback about our prior search proposal, Microsoft determined late Friday to propose an enhanced search transaction.

Translation: We felt, uh... encouraged.

Microsoft: This proposal included significant revenue guarantees, higher TAC rates, an equity investment and an option for Yahoo! to extend the agreement over a 10-year period.

Translation: It's an even bigger improvement than Vista is.

Microsoft: Microsoft's proposal did not include changes to Yahoo!'s governance.

Translation: We know better than to ask for Jerry's head.

Microsoft: At the time Microsoft submitted its enhanced proposal, Microsoft asked that Yahoo! confirm whether it would agree that the enhancements were sufficient to form the basis for the parties to engage in negotiations over the weekend on a letter of intent and more detailed term sheets. This discussion has been mischaracterized as a take it or leave it ultimatum, rather than a timetable in order to move forward to intensive negotiations.

Translation: We were not rushing for a 24-hour deadline. We were suggesting a leisurely 48-hour deadline. Geez-o-Pete, you'd think we all would know the mathematics of every possible deal by now.

Microsoft: Yahoo! informed Microsoft on Saturday that it had rejected the proposal.

Translation: ... a few minutes before it blasted us in a news release.