Microsoft Corp offered to buy Yahoo Inc for $44.6 billion, in a bold bid to transform two ailing Internet businesses into a worthy competitor for market leader Google Inc. In what would be the biggest Internet deal since the ill- fated Time Warner-AOL merger, Microsoft sent a letter to Yahoo's board on Thursday night to offer $31 per share in cash and stock.
Microsoft aims to break Google's dominance in the market for online search by proposing to buy out Yahoo.
But the success of a merger would depend on letting some of Yahoo's brands survive and even acknowledging that a few of its products are superior to Microsoft's, ad executives and experts said on Friday.

"They've got to resist their own impulses, which would be to roll the Microsoft product with the Yahoo product and bundle it all in Windows Mobile," said Daniel Taylor, senior analyst at research firm Yankee Group. "It might mean making some hard decisions about whether Yahoo's search product is better."
Microsoft says merging with Yahoo will allow it to offer a competitive alternative to Google in the market for online services.

Here is the text of the letter that Microsoft sent to Yahoo's Board of Directors.

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