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Given the fact that Steve Ballmer is in such a hurry to seal a Yahoo deal, he certainly moves at a leisurely pace.
Microsoft has yet to make any decisive moves on the takeover -- either by launching a proxy battle or by raising its bid (as far as we know) -- and all the while, Ballmer and CFO Chris Liddell have griped that the deal is taking too long to close.
Three weeks ago, when Steve Ballmer first threatened to take his bid hostile, he was well aware that Yahoo was waiting for a sweeter offer. Microsoft was, presumably, preparing proxy materials to send out to Yahoo shareholders, in an effort to take over the board.
"[Microsoft management] has known for some time that this was a possibility and eventuality," says Carl Tobias, a professor at the Richmond School of Law. "In a situation like this, it shouldn't take very long [to launch a proxy battle.] The next move is probably Microsoft's -- I think Ballmer needs to say what the company's intentions are."
And that's precisely why Microsoft's silence on Saturday was so deafening. (Ballmer previously said the company would take its bid hostile on Saturday if there wasn't a deal in place.)
Although Ballmer and friends say they want the deal done yesterday, they haven't done much to prove it.
"Our goal in making such a generous offer was to create the basis for a speedy and ultimately friendly transaction. Despite this, the pace of the last two months has been anything but speedy," Ballmer wrote in a letter sent to Yahoo's boardon April 5.
Still, very few deals are closed without negotiation, and it seems absurd of Microsoft to assume that Yahoo would happily accept the offer and that the two companies would live happily ever after.
"In any negotiation, your first offer is not always your last," Tobias says.
And let's say Microsoft sends out the proxy materials with its own slate of board nominees this week; conservatively, those potential board members probably wouldn't get nominated until late June or July, when Yahoo is expected to schedule its annual shareholder meeting. Then, of course, the regulatory song and dance could drag on for months, at a minimum.
"I honestly have no idea [what's happening]," says Derek Brown, an analyst with Cantor Fitzgerald. "Our view hasn't changed from the beginning -- we think a Microsoft acquisition of Yahoo is the most likely outcome, which meets the needs of both companies.
In the meantime, Microsoft shares have fallen 8 percent since it first submitted its bid for Yahoo, which is a pretty good indicator that shareholders want nothing to do with the deal.
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