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This came from an unrelated phone conversation yesterday. The call was about giving students free access to some of Microsofts software.

Gates said Microsofts offer of $31 a share was a fair offer that Yahoo should seriously consider. Yahoo is said to believe they are worth at least $40 per share. Meanwhile Microsoft share price has dropped 12.8 percent, weakening the stock and cash deal. Somehow Yahoo may think that other deals discussed - with the News Corporation and Time Warner - may get a better price. Its unlikely.

Last week, Yahoo vice president Bradley Horowitz resigned to join Google. He didnt say what his position at Google would be and refused to speculate on how the Yahoo/Microsoft deal would play out in the future. On his blog Horowitz noted: I have no more insight into the current MSFT / YHOO discussions than any avid reader of the NYT, WSJ, etc.

Meanwhile, the next strategy by Microsoft isnt to raise the bid, but to stack the deck. Yahoos board of directors is up for nomination this year and they stated theyll start a proxy fight. In that, Microsoft would try to persuade Yahoo shareholders to use their proxy votes (i.e. votes by one individual or institution as the authorized representative of another) to overthrow the board. They have a March 13th deadline to accomplish this.

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