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As the world awaits Yahoo Inc.'s response to Microsoft Corp.'s bold bid to buy the Internet giant, one analyst has come out with an intriguing take on the proposed marriage: It's probably a ploy. Trip Chowdhry of Global Equities Research speculated Thursday that Microsoft made the stunning $44.6 billion merger proposal as a way to block a possible alliance between Yahoo and another Internet behemoth, Amazon.com.

Chowdry also believes the Microsoft-Yahoo merger will not pass muster with regulators, even if Yahoo accepts the bid.

That analysis runs counter to the predominant view of financial and industry analysts who believe that, while the deal faces many challenges, Microsoft's plan to gobble up Yahoo will likely succeed. More on the Battle for Yahoo.

But Chowdhry said he believes Microsoft made an astoundingly high offer that it knows cannot be matched by other potential buyers and will likely be rejected by US and European regulators. In his view, Microsoft's gambit puts Yahoo in a tough bind.

"I call it strategic deception," he said in an interview. "Now, Yahoo is in limbo. ...If they accept, DOJ will reject it. If they reject it, shareholders will say, 'What are you doing?'"
In his research note, he speculated that "Microsoft's offer to acquire Yahoo was probably a preemptive move to block a potential Amazon.com and Yahoo merger."

Chowdhry said that, based on his checks with contacts in the tech industry, Yahoo was considering shutting down its e-commerce offering and forming a business tie with Amazon.com. He compared this move with Yahoo's decision to shut down its own music store in favor of Real Networks' Rhapsody.

"Contacts feel it is likely that these discussions could be taking a form of an Amazon.com and Yahoo merger, which Microsoft probably did not like," he wrote in the note Thursday.
Yahoo spokeswoman May Petry said the company will not comment on rumors or speculations.

Chowdhry cited Microsoft's failed bid to acquire Intuit Inc. in the mid-1990s which was challenged by the US Justice Department.

"Microsoft has been convicted of past monopolistic behavior - this makes this deal even more tougher to get approval," he said in his note. "Yahoo's management should make sure not to fall into the trap of a potentially fake bid, as Microsoft itself probably may be knowing that the chances of the deal going through is unlikely." Other analysts believe the deal will likely be approved by US and European authorities given Google Inc.'s dominant position in online advertising.

In a research note published Thursday, UBS analyst Heather Bellini said that while the regulatory review will be "complex" in the US and Europe, the proposed could get approved although "the companies could potentially have to divest services such as e-mail or instant messaging to make the combined company more amenable to regulators."


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