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Microsoft is taking over Yahoo!

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Do we even care anymore?

There is a report circulating that Microsoft is in talks to acquire Yahoo’s online search business for $20 billion.

The new deal, according to the Times Online, is a complex transaction that involves Microsoft supporting a new management team made up of former AOL CEO Jonathan Miller and former Fox Interactive Media president Ross Levinsohn, who are investing partners at Velocity Interactive Group. Levinsohn, however, tells VentureBeat there is “no truth” to the story. (Although there were rumors a while back that Microsoft wanted Levinsohn and Miller to run Yahoo, which is where this might be coming from).

Under the terms of the proposed transaction, Microsoft would provide a $5 billion facility to the Miller and Levinsohn management team. The duo would raise an additional $5 billion from external investors.

This cash would be used to buy convertible preference shares and warrants which would give it a holding in excess of 30% of Yahoo.

The external investors would also have the right to appoint three of Yahoo’s 11 board directors. The talks with Yahoo involve Microsoft obtaining a 10-year operating agreement to manage the search business. It would also receive a two-year call option to buy the search business for $20 billion. That would leave Yahoo to run its own e-mail, messaging, and content services.

It is expected that the operating agreement would boost Yahoo’s income by as much as $2 billion per annum.

So the deal is really that Microsoft would put up $5 billion to help a new management team buy preferred shares and warrants that would give it a 30% stake in Yahoo. In return, Microsoft would get a 10-year operating agreement to run Yahoo’s search business.

If anything credible develops, we'll keep you posted.

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