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From Peanut Butter Manifesto to Microsoft Meal?

When you're hungry enough, even old peanut butter will do.

About 16 months ago a Yahoo executive fired a loud internal warning shot, arguing that the Internet pioneer had lost its business focus and identity.

Senior VP Brad Garlinghouse's memo was dubbed "The Peanut Butter Manifesto" because of his analogy that the company was spreading "a thin layer of investment across everything we do and thus we focus on nothing in particular."

Since then Yahoo has only continued its slide toward irrelevance in the Google era. Earlier this week Yahoo announced disappointing earnings (again) and pending layoffs.

Today, in a bid to satisfy its ravenous desire to compete with Google in online search and advertising, software giant Microsoft announced a $44.6 billion bid to devour Yahoo, a 62 percent premium over YHOO's market cap as of yesterday's close.

The offer wasn't out of the blue. Microsoft has long been rumored to be interested in acquiring Yahoo, which reportedly rejected a buyout last spring. Still, news of the offer certainly has livened up a dead mid-winter market.

At least for Yahoo shareholders, whose stock has skyrocketed as high as 56 percent today to $29.83 per share before settling back to $27.96 in the early afternoon. Microsoft stockholders, meanwhile, are having some trouble digesting the proposal, with MSFT shares down 6.4 percent to $30.50.

So will the meal be consumed? Forrester Research analyst Charlene Li, writing in her blog, is skeptical, citing (among other things) "the messy reality of mergers" and Yahoo's longstanding disdain of Microsoft.

There's no doubt that mergers are complicated affairs and often end in disappoint or disaster. But that doesn't stop them from happening all the time. As far as the Yahoo-Microsoft culture clash...well, I think a 60 percent increase in shareholder value trumps that concern.

More than anything, I'd say the biggest impediment to a Microsoft-Yahoo merger would be an offer to Yahoo by Google, either outright purchase or a partnership. The search giant has been eating Microsoft's and Yahoo's lunch -- which is a lot more tasty than peanut butter -- and likely wants to keep it that way.

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