Yahoo And News Corp. Continue Marathon Discussions; Possible Bid To Counter Microsoft

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At the start of the Microsoft/Yahoo saga we reported that News Corp. was scrambling to put together a bid to compete with Microsoft, but backed down because they were unable to find outside funding to make the deal lucrative enough (the sorry state of the debt markets contributed to the problem).

Yesterday Silicon Alley Insider reported that talks between the two were continuing. We’ve confirmed the rumor – Yahoo and News Corp. are in the middle of marathon discussions, and have more details.

According to our source, the deal structure would spin off Fox Interactive Media (the primary asset is MySpace, but IGN, Scout Media, Photobucket, Fox Sports, AmericanIdol.com, Flektor, Ksolo; plus investments in Hulu, Simply Hired and Snocap are also assets of FIM) into Yahoo, along with a big cash injection from News Corp. and an unnamed private equity fund. The total investment would be valued at around $15 billion.

Yahoo would be valued at somewhere around $50 billion before the transaction, north of Microsoft’s $44.6 billion bid. That would leave News Corp., plus the private equity group, with more than 20% of the combined entity. They’d be the largest single stockholder and effectively in control of the combined Yahoo/FIM entity and their nearly 150 billion monthly page views (which would be second only to Google).

The negotiating team is said to be trying to iron out the details in the next 48 hours, in time for Yahoo’s upcoming board meeting to review its options.

Microsoft is largely expected to increase their bid to the $35 range in the next couple of days based on Yahoo’s formal rejection of their first offer (effectively raising their bid to $50 billion). Any competing offer needs to be in that range or higher.

One major snag – it is widely believed that, even with a News Corp. deal, Yahoo would need to outsource search marketing to Google to make the numbers work. While Google is likely happy to do that deal, it’s unlikely U.S. regulatory agencies would approve it (we discuss this in detail here). Without the revenue boost and cost savings from outsourcing, the News Corp. bid may not pencil out.

Yahoo, of course, isn’t too worried about that right now. All they want is any kind of bona fide competing bid to at least get Microsoft to increase their offer. Yahoo execs are saying privately that they think a Microsoft acquisition is now fait accompli. Still, if News Corp. can somehow make a compelling offer (and getting a private equity group on board was a huge first step), Yahoo’s board may recommend the deal to stockholders.

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