[bfe]

Pretty much any offer to acquire a significant public company is going to be made at a significant premium to the share price at the time of the offer. Saying MS offered to acquire at a significant premium reduces to saying merely that MS made an offer to acquire.

[matwood]

The fact that MS made an offer to acquire at all helps make Yangs argument regardless of price. There is so much talk of fiduciary duty while ignoring that MS has the same duty to its shareholders. MS must have seen value in Yahoo at that time and offered a significant premium rather than wait for Yahoo to continue to fall and possibly get picked up by someone else. Or perhaps before Yahoo turned the corner and became too expensive for MS to buy.

[tsotha]

Just because the company might fit into Microsoft's road map at $33/share doesn't mean it fits into anyone else's. Microsoft needed portals it could use to draw eyes to perennially flagging MSN, and Yahoo has some really popular pages (Yahoo sports, weather, and finance - really the most valuable part of the company) that would have fit nicely.

I doubt Yahoo would have ever been worth that price to Microsoft, but even if it was, the offer doesn't necessarily mean Microsoft expected Yahoo could flourish or even survive as an independent company. I doubt too many people can cogently sum up what Yahoo does, and I'm not sure any of them work for Yahoo.