All Things Digital

Project Granola?

Apparently, that’s the jokey nickname that’s been given by some in the company to Microsoft’s (MSFT) new online strategy, in the wake of its failed efforts to acquire Yahoo (YHOO) that ended in a big heap of mess this past weekend.

Now, sources tell BoomTown, it is all about “organic”–hence the image of a healthy handful of granola (except for the fact that, in my experience, nobody really likes granola after eating it as much as they think will before).

In any case, it is a word Microsoft folks have been slipping into the conversations with BoomTown over the past few days, so much so that I have started to feel like I was talking to execs from Whole Foods.

Now Microsoft’s greenness has gone public.

Case in point: Brian Hall, Windows Live General Manager, who trotted out the organic word in front of Merrill Lynch analysts yesterday, as reported by CNET’s Ina Fried, saying: “We’ve withdrawn the offer and moved on, and now are focused on how we grow as fast as possible organically.”

But what does organic mean exactly?

Two things, it seems.

First, stepping up spending on marketing, technology and research to try to find ways to differentiate from Google (GOOG) and get into the No. 2 spot now held by Yahoo.

Of course, that plan has not worked out so well as yet for the software giant, with Microsoft spending billions of dollars with no profits and little gain in online search or ad market share, while its archrival Google keeps growing stronger.

Even so, while in Korea today, Microsoft Chairman Bill Gates backed Microsoft CEO Steve Ballmer’s do-it-yourself path and his move to walk away from Yahoo.

“The key decisions on that will be made by Microsoft CEO Steve Ballmer, who took a look at Yahoo and decided that, on our own, he likes the stuff that we’re doing,” said Gates.

Gates also added what amounts to the second option for Microsoft. “I wouldn’t rule out some partnerships, but we don’t have anything imminent there,” he said.

While a return to Yahoo is a possibility, in fact, buying up Web 2.0 stars is likely to be a bigger focus of the company.

“Yahoo can twist,” said one source. “Microsoft has lots and lots of other options.”

According to sources close to the company, for example, Microsoft’s bankers had been putting out subtle signals to Facebook to see if it would be open to a full buyout.

Microsoft already invested $240 million in the hot social-networking site, an investment that gave Facebook its kooky $15 billion valuation.

And its execs have long told Facebook execs they wouldn’t mind a bigger bite–um, like all of it.

“We just wanted to gauge their interest, more than any real effort,” said another source, who expects Facebook to stick to its longish path to an eventual IPO.

But, as is no secret, Microsoft has selections all over Silicon Valley to help it improve its Internet chances.

Those would include buying bigger vertical sites in strong categories like autos or jobs or finance, and also scooping up smaller but fast-growing socially oriented sites like Digg, Meebo, Yelp or focusing on ad plays like Spot Runner (which just got another big dollop of funding).

There might even be some sense in spinning some of these and all Microsoft Web units off into a separate Internet company, which would be another way of integrating even bigger deals for properties like Time Warner’s (TWX) AOL or News Corp.’s (NWS) MySpace (which are longer shots, I think).

In a post I did in February right after Yahoo rebuffed Microsoft for the first time, I suggested such a course for the company.

As I wrote:

Here’s a list: LinkedIn. Digg. Flixster. Slide or RockYou. Veoh. WordPress. Sphere. Sugar. Some international stuff. And more.

Then, some noted, Microsoft would have to give massive financial incentives to those entrepreneurs to stay and thrive. Most importantly, it would have to keep its Redmond hands from interfering.

Now that would send shivers up the spine of Larry and Sergey.”

And that, most of all, would be more like icing on the cake for Microsoft and be much more tasty than a bowl full of granola.

And, as Martha Stewart says: It’s a good thing.

The Googlefication of Facebook continues, as Elliot Schrage, the search giant’s vice president of global communications and public affairs, takes the title of vice president of communications and public policy at the popular social-networking site.

Schrage confirmed his new job to BoomTown, right after he friended us on Facebook last night, using its new chat feature.

Way to go native quickly, Elliot!

The move to hire Schrage (pictured here) was announced to Facebook’s employees late this evening.

In a memo that BoomTown obtained (entire text below) to Facebook troops from India, where he is traveling, Facebook founder Mark Zuckerberg said about the Schrage hire:

“This is a really important role for us and one that we’ve been trying to find the right person for a while. Elliot’s role will be critical to helping us scale based on our culture that values transparency, openness and honest internal communications.”

Valleywag said Schrage had interviewed for the job at Facebook in a post earlier today about the possibility of Schrage working there.

At Facebook, Schrage will report to Sheryl Sandberg, another top-level Google exec who was hired as COO by Facebook, which is seeking to beef up its management ranks.

Other Googlers who have recently moved to Facebook include: Ben Ling, who is Facebook’s director of platform product marketing and Ethan Beard, who is its business development director.

Schrage is a big name to defect to Facebook from Google (GOOG), a trend that is probably becoming irksome to its top execs.

But Google’s deep bench of execs are enticing to many companies, even as the burgeoning size of Google makes it harder to hold onto more entrepreneurial employees. In addition, Google can no longer offer as lucrative a stock package to its staff as start-ups can, even though most of those smaller companies are not likely to pay off.

With a $15 billion valuation, Facebook is a safer bet, but still has to prove its worth and remains a risky move for execs like Schrage.

Still, according to sources, he contacted Facebook Founder and CEO Mark Zuckerberg directly and did not go through Sandberg. When she left Google, as is typical for departing execs, Sandberg agreed not to solicit Google employees.

A Harvard-trained lawyer, Schrage had extensive public-policy experience before heading to Google two years ago, where he was in charge of the “company’s public-facing communications, including media relations, policy strategy and stakeholder outreach, as well as internal communications.”

He will have his work cut out for him at Facebook, which has already faced some PR snafus and vexing public policy issues, including controversy around privacy and advertising practices.

Sources said Schrage was interested in Facebook, because it was a company poised for explosive growth, much like Google in its early days. In addition, unlike Google, which has grown large, Schrage would have more of an ability to make an impact in arenas he favors like public policy.

Here is the text of Zuckerberg’s memo to Facebook employees about the hiring of Schrage (with start date and new email address missing), which was released tonight at 8:55 p.m. PDT:

Hey Everyone–

I’m writing from India to share with you the good news that Elliot Schrage will be joining our management team as VP Communications and Public Policy. In this role, he will be responsible for developing the key messages we want people to understand about our products, our business and the growing global importance of social networking and what we do. The goal here is to help people understand how the internet can strengthen people’s relationships. Elliot will direct our efforts to work with users, media, governments and other entities around the world to ensure that Facebook’s policies are transparent, responsive, effective and are recognized as being those things.

Elliot is joining us from Google where he has been their VP Global Communications and Public Affairs since 2005. At Google, he broadened the company’s messaging from a focus on only product PR to include all aspects of corporate, financial, policy, philanthropic and internal communications. Before that, he served as a Senior Fellow at the Council on Foreign Relations, a public policy think tank, as a professor at Columbia Business School and as SVP at Gap. Early on, he began his career as a Harvard-trained lawyer.

This is a really important role for us and one that we’ve been trying to find the right person for a while. Elliot’s role will be critical to helping us scale based on our culture that values transparency, openness and honest internal communications.

Elliot will be starting on __, although you may see him around the office before then. If you want to send him a note to congratulate him on joining, his email is __ and I’m sure he’d love to hear from you.

Mark

Please see this disclosure related to me and Google.

Be careful what you wish for, Jerry Yang.

Because after talking to a dozen Yahoo (YHOO) execs over the weekend after the Microsoft (MSFT) takeover deal cratered, most of whom are vice presidents or above, I have to say that your stock drop isn’t the worst thing you will have to deal with this morning when you pull up at work.

The worst? That’ll be the very hairy eyeballs you will be getting from a lot more of your employees, who are scared silly and a lot peeved by the limb many feel you have dragged them and their stock options out onto.

A major decline in the share price today was of prime concern to those I interviewed, with most hoping it would not dip below $20, based on the possibility of signing a long-rumored ad outsourcing deal with Google (GOOG) soon that could potentially keep the stock higher.

Also of concern: making too many sudden moves to placate Wall Street, like a possible alternative merger with AOL (TWX) (which the Yahoo troops still don’t seem to welcome).

But causing particular dismay was the image of Yahoo’s top execs high-fiving after Microsoft CEO Steve Ballmer walked away from the deal, an act reported in the New York Times this weekend after the deal was scotched.

“That was very telling, if it was true,” said one exec, who–like everyone–did not want to be named. “It shows a complete lack of connection to the balance of the company.”

And that was the nice quote!

Last night, Yang tried to placate employees a bit by posting an aptly named communication, “OK, so now what,” on Yahoo’s blog called (not so aptly) Yodel Anecdotal. He also took a slap at, presumably, Microsoft’s PR effort and the press coverage around the takeover attempt.

“By the way, I’m sure you’ve all read or watched the news about this. Frankly, there’s a lot of nonsense and misinformation in what’s being reported. Just so we are all clear, here’s what happened. The board took its mission very seriously. We clearly indicated to Microsoft that we were open to a transaction but only if it were on terms that fully recognized the value of Yahoo and was in the best interests of our stockholders.

“No one is celebrating about the outcome of these past three months… and no one should.”

So no high-fiving anymore, right? And, just so we are all clear, everyone at Yahoo I talked to sure isn’t celebrating.

So, here’s a sampling of the feelings, none of which were positive, even though BoomTown tried mightily to get someone to render a more sanguine spin on the proceedings:

“I am in shock.”

“I don’t know if we won or we lost. I think we lost.”

“I don’t love that it was Microsoft, but I think everyone thought $33 was a pretty good offer from a pretty good tech company.”

“Having to face my staff tomorrow will not be so much fun and I need some Prozac, since I don’t know what I can say to them about how our leadership is going to get our company going again.”

“Where’s the Jelly memo when you need it?”

“I can’t really talk to Jerry, since it is difficult to tell a founder tough things he probably needs to hear.”

And, “Do you think we need to do an intervention with Jerry and the board?”

I am not sure that would work, but most employees I talked to thought a new leader at the top of Yahoo would be a good idea to give employees a fresh start and a new outlook.

Suggestions ranged from former Yahoo COO Dan Rosensweig to former Viacom (VIA) CEO Tom Freston to former eBay (EBAY) CEO Meg Whitman (pictured here).

“Jerry could become chairman, Sue [Decker] could remain president and then someone who can really charge in and make drastic change could be CEO,” suggested one exec. “Do you think Meg Whitman would do it?”

Um, no. But, ironically, Whitman was almost Yahoo CEO in a potential merger between Yahoo and eBay that never happened in the late 1990s.

As they will also say someday about 2008’s stillborn takeover of Yahoo by Microsoft: Could’ve, would’ve, should’ve.

But didn’t.

A stark visual of the situation–courtesy of The Wall Street Journal–with regard to the competitive Internet advertising and stock situation.

These two charts look at the performance of the major players–Microsoft (MSFT), Yahoo (YHOO) and Google (GOOG) (and AOL [TWX] in the ad chart)–from 2004 to 2008.

What more can we say?

So we won’t.

Also, here’s a link to a video of an appearance I made on ABC News last night about the danger of Google getting too powerful. (Naughty ABC does not allow embedding; here also is the text post.)

Please see this disclosure related to me and Google.

The blogosphere immediately jumped all over the inevitable meme that after the Yahoo (YHOO) deal fell apart, Microsoft (MSFT) CEO Steve Ballmer’s job was at risk.

What with the problems with the new Vista operating system and the general feeling that Microsoft’s Internet strategy is in shambles, the argument that Ballmer would be shown the door by an impatient board and replaced by former CEO and Founder Bill Gates was clear.

Actually, not so such much at all, but that has not stopped all the noise.

Maybe Ballmer should go and maybe not, but I would like some proof that’s not in evidence as yet.

Instead, this TechCrunch story was typical, full of assertions as easy to make with certainty, but just as easy to knock down.

First, it noted that Ballmer being the “big driver behind this deal at Microsoft–some would say to the point of obsession” had made him vulnerable to the board, which he was trying to impress with a “transformative” deal and that he was worried about being fired.

Actually, I would be worried if Ballmer was not obsessed, given that more than $40 billion is an awfully big bet.

And has anyone noticed how typically ineffectual most boards are (see Yahoo, see Time Warner [TWX], see them all)?

I doubt there is a major force on the board of threat to Ballmer, except Bill Gates, who has never shown the slightest inkling of turning on his longtime partner.

Also, Gates himself fumbled with regards to the Web, and he even wrote a book about not doing that in 1995, called “The Road Ahead.”

Microsoft has bungled the Internet? It’s out of touch when it comes to the Web? Its troops have too many lifers who cannot innovate? Google (GOOG) has cleaned their clock? What!?

Of course, this has been news to exactly no one for about a decade now.

In any case, the Yahoo purchase was not the worst of ideas, if a bit obvious–although I have written several times that Microsoft should have bought up other Web 2.0 companies instead of Yahoo.

Both sides acted cloddishly, to be sure, and I am sure Microsoft’s board and execs are smarting a bit from misjudging this foray–I myself wonder how they did they not anticipate just how recalcitrant Yahoo would be.

But Microsoft’s withdrawal was clearly a better path than a hostile proxy fight.

So it did not work out (as yet)? So what? And if Microsoft stock rises tomorrow on the news, of course, all will be forgiven.

In addition, TechCrunch uses a source that is not exactly reliable, quoting “one secondhand account that leaked to us yesterday before the deal was called off,” who tells tales of Ballmer’s ranting and raving about how he wouldn’t let the board “crucify” him.

Ballmer can sometimes be a loudmouthed popinjay!? What ho?!?

Also news to exactly three people in the tech sector and they have been in an isolation tank since 1976.

More to the point, I got that exact anonymous email too, and it was credible and from someone with some good information.

But I felt I could not use the Ballmer info without more proof (also, I would need to know who this person is or find other non-anonymous-to-me people to bear its assertions out).

While compelling and sent in very good faith by an obviously smart person, as many of these types of emails are, I figured the lively emailer was probably from someone close to or even one of the many disgruntled employees of Microsoft who did not like the Yahoo deal.

There were lots of them, as BoomTown reported here, but I determined the emails were just wishful thinking.

But you be the judge!

Here’s two sections from the emails I got in their entirety related to Ballmer (with some minor edits to protect the sender) that TechCrunch clearly used verbatim, so you can see the whole thing rather than the pulled quotes:

Ballmer really does think his job is on the line if he doesn’t close the Yahoo deal, and soon. He’s worried after the fiasco that was the Windows Vista launch, then this, the Board will ask Gates to stay on while they find someone to replace him. Apparently this has caused Ballmer to be more of a tyrant than ususal, yelling and screaming at employees for almost no reason. Some Microsofties are secretly wishing the deal falls through so that Ballmer will get the axe and Microsoft will get new leadership.”

and

The particular incident… was that an exec made a comment about not having to worry about Ballmer anymore if this Yahoo deal falls through. He didn’t realize Ballmer was within earshot. Ballmer started yelling and screaming that this deal would go through and that the board wouldn’t be able to ‘crucify’ him over this. The scuttlebutt suggests that the board was ready to walk because they fear this deal is proving to be to big of a distraction, but Ballmer is obsessed with making it happen in order to protect his job. The board gave him one more week to get it done….many in Microsoft belive Gates will stay on if asked because even Gates realizes that Ballmer needs to go.”

Like I said: Wishful thinking.

This, of course, does not absolve Ballmer from having to come up with some very smart moves and fast to at least keep competitive with archrival Google and also figure out a way to protect its Windows software franchise in the wake of Google’s cloud computing effort.

But that is a longer and more vicious ground war that will go one for a long time.

Yahoo might be Ballmer’s Vietnam or Iraq, as still other bloggers are writing, but let’s keep in mind that the first went on for decades and the second, unfortunately, is still slogging on.

Must we? We must!

Previously, BoomTown decoded the first mean Saturday letter, sent at the beginning of April by Microsoft (MSFT) CEO Steve Ballmer to Yahoo’s (YHOO) CEO Jerry Yang, in which Ballmer threatened to go hostile with his unsolicited takeover bid.

But this new one sent yesterday is a such a doozy that it cannot be ignored.

Thus, we wade in with really big boots.

Ballmer wrote: May 3, 2008

Dear Jerry:

Translation: Saturday, bloody Saturday. Redux!

Ballmer wrote: After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo.

Translation: It just occurred to me today that maybe you don’t like us and I am bereft. Despite copious evidence that I am, well, somewhat of a bully, do you know that I am really a very sensitive man and cry big sloppy tears when I am all by myself alone?

Ballmer wrote: I first want to convey my personal thanks to you, your management team, and Yahoo’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

Translation: You like Google (GOOG) better, I see that now. All those times when I thought you were dealing with my unsolicited offer for Yahoo, all you were thinking of was Larry and Sergey, Larry and Sergey, Larry and Sergey.

I feel foolish now for throwing my tens of billions at you.

Ballmer wrote: I am disappointed that Yahoo has not moved toward accepting our offer. I first called you with our offer on Jan. 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62% premium at that time reflected the strength of these convictions.

Translation: When I called you on Jan. 31, I thought you would jump at the chance to get a 62% premium. Was it too much? Should I have been more withholding?

Ballmer wrote: In our conversations this week, we conveyed our willingness to raise our offer to $33 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70% compared to the price at which your stock closed on Jan. 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33 offer.

Translation: And still, it’s not enough. As Miss Aretha Franklin sings: “A little respect (sock it to me, sock it to me, sock it to me, sock it to me)/Whoa, babe (just a little bit)/A little respect (just a little bit).

Oh, snap!

Ballmer wrote: Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft.

We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo undesirable to us for a number of reasons:

Translation: Marbles. Taking my. Home going.

And if you like Google so much, why don’t you marry it? (If you do, of course, my lobbyists in Washington will be at the ready to pounce!)

Ballmer wrote: – First, it would fundamentally undermine Yahoo’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.

– It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

Translation: Don’t you realize AdSense is only the beginning?

Don’t you see that Google will become self-aware in 2012 and start to build cybernetic organisms (living tissue over a metal endoskeleton) to send back and hunt down our future human leaders?

Don’t you know “Don’t Be Evil” is actually “Don’t Be Evil About Entertaining” and that it’s a…it’s a cookbook! (see below from “The Twilight Zone.”)

Ballmer wrote: Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo.

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

Translation: If you prick us, do we not bleed? If you tickle us, do we not laugh? If you poison us, do we not die? And if you wrong Microsoft, shall we not revenge?

(But no tickling!)

Ballmer wrote: I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

But clearly a deal is not to be.

Translation: In the immortal words of Mr. Terminator himself, Arnold Schwarzenegger, from his role in “Last Action Hero” as Hamlet:

“To be or not to be. Not to be!” (See video below.)

Ballmer wrote: Thank you again for the time we have spent together discussing this.

Microsoft Corporation

Translation: Hasta la vista, Jerry! You won’t have Stevie to kick around anymore!

Here’s what a top-notch source at Yahoo joked to me tonight, after Microsoft walked away from its unsolicited takeover bid to acquire the long-troubled Internet giant.

“Google is now officially our best friend.”

Oh no.

Instantly, an image popped into my brain– that of the slithery Kaa singing “Trust in Me (The Python Song)” to Mowgli from the Disney classic animated film, “The Jungle Book.”

“Trust in me, just in me
Shut your eyes and trust in me
You can sleep safe and sound
Knowing I am around

Trust in me, just in me
Shut your eyes and trust in me.”

You know what happens next, of course. A big squeeze, but not the good kind.

While Yahoo (YHOO) might not have wanted to be acquired by Microsoft (MSFT), its alternative to goose its revenues by relying on Google (GOOG) in an outsourced online search-ad deal is one it might regret even more if struck.

Why? Aside from the potential antitrust issues, which are distracting at the very least, it fundamentally puts one of Yahoo’s main businesses–search advertising–directly into the hands of the very company that killed off Yahoo’s chances of ever succeeding in the arena in the first place.

By its inability to innovate search–not exactly Google’s strong suit–and also not moving quickly enough after acquiring the once-superior technology from its Overture acquisition, Yahoo had perhaps already nailed itself into its own coffin.

But by now signing an outsourcing deal with Google, it will be saying that it cannot compete at all in the key arena of the Internet going forward.

AOL (TWX) did this kind of deal with Google and saw its search share dwindle, even though it collected Google’s payoffs. Now it is essentially a vassal state of Google, as its display businesses has weakened with the economy and its access business is to be cleaved off.

Speaking of pythons, Infectious Greed blogger Paul Kedrosky compared Yahoo to the crack suicide squad in Monty Python’s hysterical “Life of Brian.”

Still, Yahoo is putting lipstick on the pig.

In a statement today after news of the Microsoft pullout was revealed, Yahoo Chairman Roy Bostock asserted that Yahoo was “steadfast in our belief that Microsoft’s offer undervalued the company and we are pleased that so many of our shareholders joined us in expressing that view.”

Those supposedly pleased shareholders will be hard to find Monday after the market opens and Yahoo shares hurtle downward.

Whether Yahoo’s management has the talent to pull the stock out of the basement remains to be seen, although Bostock added that Yahoo is “profitable, growing, and executing well on its strategic plan to capture the large opportunities in the relatively young online advertising market.”

Actually, it is Google that is executing well and that has always been Yahoo’s problem. Now it must apparently turn that disadvantage into a virtue, while it is under enormous scrutiny from everyone and everywhere to perform.

And that kind of pressure could crush just about anything.

For a more amusing take on being squeezed, here’s a video–courtesy of Google’s copyright-infringing YouTube–of Kaa singing to Mowgli (which might soon seem very familiar to Yahoo CEO Jerry Yang):

And here is the video of the crack suicide squad from “Life of Brian”:

Please see this disclosure related to me and Google.

BoomTown gets a lot of emails from Web players, big and small, commenting or, more typically, griping on whatever tech topic is hot that day.

And yesterday, after Microsoft (MSFT) abandoned its takeover bid for Yahoo (YHOO), it was like Christmas in July–our mailbox was packed.

But one stood out above all, from a person who shall remain nameless. This person has been around the block so much, he/she could be an Internet beat cop.

Like some Web 2.0 haiku combined with David Mamet-like dialogue, it encapsulates the situation going forward better than I ever could.

(By the way, for those needing a key: YHOO and Y is Yahoo; NWS is News Corp.; FIM is Fox Interactive Media, a division of News Corp.; GOOG is Google; MSFT is Microsoft; Jerry is Yahoo CEO Jerry Yang.)

Here’s the note:

Big drop in stock Monday (yhoo)
Simultaneous negotiations between y+nws, y+aol, y+goog
NWS+MSFT (nws trying to punt FIM to someone)
MSFT+Facebook

Then:
Y gets deal w/someone and msft comes back with an alternative.
That’s if Jerry survives the onslaught.”

After a months-long standoff, Microsoft (MSFT) has abandoned its bid for Yahoo (YHOO), people involved in the discussions said today.

Microsoft confirmed to BoomTown that talks between the two companies, which have been taking place all week, collapsed Saturday when they could not agree on a price.

According to sources close to Microsoft, the talks broke down this afternoon after a face-to-face meeting in the Seattle area that included Microsoft CEO Steve Ballmer, Kevin Johnson, president of Microsoft’s Platforms & Services Division and Yahoo Co-Founders Jerry Yang and David Filo.

According to sources, Microsoft offered $33 a share, and Yahoo countered with $37 a share. The talks went nowhere from there.

Microsoft was also concerned with the lack of friendly integration and other major strategic problems, including the email monopoly that would arise from the merger of the two companies, as well as any outsourcing ad deal Yahoo might sign with Microsoft archrival Google (GOOG) before Microsoft completed an acquisition.

In addition, Microsoft sources said, Yahoo requested other unspecified costs that Microsoft was unwilling to accept.

As BoomTown has written recently, there have been ongoing meetings between the two companies recently in a bid to avoid a nasty takeover battle.

According to sources close to Microsoft, they include a meeting on April 15 in Portland, Ore. (as BoomTown said here), another by phone on April 18 and a meeting that included Ballmer and Yang in California on April 30.

At several points during the last few weeks, Yahoo execs had asked for over $40 a share to consummate the deal, a price Microsoft rejected. Yahoo’s Yang subsequently called Ballmer with the lower $37 price, which was discussed today.

In a letter to Jerry Yang, Steve Ballmer said that Microsoft will not move forward with a proxy fight and will instead pursue a more “organic” strategy in the online advertising market.

…It is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo undesirable as an acquisition for Microsoft.”

A deal with Google is what Ballmer is specifically referring to in his last sentence.

That is not to say that Microsoft might not circle back and again attempt to acquire Yahoo at some point in the future, especially if the company’s stock tanks on Monday, as many expect it will.

That could be a problem for Yahoo in its quest to remain independent.

The options for Yahoo include a partnership with AOL (TWX) or News Corp. (NWS), an outsourcing deal with Google–which may present other antitrust problems–or actually improving its business.

That’s the one thing, of course, that’s been a problem for Yahoo managers and what landed them in this mess in the first place.

Yesterday, BoomTown wrote a piece about Yahoo’s worries about the scrutiny that the monopolistic combination of Yahoo Mail and Microsoft’s Hotmail would get if it merged with the software giant.

The issue–which has not gotten a lot of attention–is actually a major sticking point in the price negotiations going on this weekend between the companies, as Yahoo (YHOO) seeks solid downside protection, if the deal becomes mired in approval issues by governmental authorities due to email and instant messaging dominance on the Web.

But Microsoft (MSFT) does not want to pay more, of course. And so the legions of minions under increasingly-under-pressure–translation: more yelling than ever this week–CEO Steve Ballmer are hard at work this weekend on all-nighters to solve the problem, said several sources.

One solution is to spin off all the communications assets, said sources, into a separate company. In that case, the two brands would remain, so as not to inconvenience consumers, although all the back-end technologies to run the services would be merged.

The more drastic step is for Microsoft sell Hotmail to a third party, especially given that Yahoo Mail is considered a stronger brand. Hotmail has already been in the midst of a transition, including a recent name change to Windows Live Hotmail.

Microsoft’s mail offerings now include Hotmail and also Windows Live Mail. The latter offering would presumably remain at the merged company with its @live.com address.

But Hotmail is the candidate to be sold off (with the requisite marketing to try to port its users over to @live.com first).

And potential buyers? Well, not Google (GOOG), but there are many, including AOL (TWX), Comcast (CMCSA) and AT&T (T), as well as IAC/InterActiveCorp (IACI). As to price, that’s unclear, but it could be in the billions of dollars.

That’s another plus for Microsoft, which will obviously have to fork over more money if it wants to acquire Yahoo.

And, it is also priceless if Microsoft can minimize government interference in the deal, most especially any antitrust investigations related to its powerful email assets.

That must be a worry, since Microsoft and Yahoo completely dominate all email on the Internet. According to the most recent comScore (SCOR) figures, for example, Yahoo has 256 million users, while Microsoft has 255 million.

Google’s Gmail is a distant third with about 92 million users and AOL has about half that at 49 million.

The same domination is true in the instant messaging market, with Microsoft and Yahoo holding an 80% to 90% market share together.

Please see this disclosure related to me and Google.

Let’s move this back-and-forth- wrangling aspect of the story forward and get to the real issues in the Yahoo-Microsoft takeover battle, shall we?

So why is Yahoo’s board holding out for a higher price than Microsoft wants to offer to raise it?

From numerous reports, Microsoft (MSFT) seems willing to go to $33 a share, up from its original $31, while Yahoo (YHOO) and its shareholders are looking for from $35 to $37.

Are they simply looking for a bigger payday? Do they believe it is worth more, in spite of recent mismanagement? Do they want to save face, given the Internet company once had a $41 offer from the software giant? Is this just a big game of digital chicken?

Yes. Yes. Yes. And definitely.

But, according to sources close to Yahoo, one of the more important reasons Yahoo wants a higher price has a lot to do with worries about the domination of the email and communications market if a merger with Microsoft took place and the threat of regulatory action that would force the companies to divest those assets.

Sources said that Yahoo wants a large cushion in case the government finds the combination of Yahoo Mail and Hotmail too much.

It is.

That’s because Microsoft and Yahoo completely dominate all mail on the Internet. According to the most recent comScore (SCOR) figures, for example, Yahoo has 256 million users, while Microsoft has 255 million.

Google’s (GOOG) Gmail is a distant third with about 92 million users and AOL (TWX)–which kind of started off the whole email craze among consumers–has about half that at 49 million.

The same is true in the instant messaging market, with Microsoft and Yahoo holding an 80% to 90% market share together.

Calling David Boies! It all smells like antitrust investigation to me!

A high-ranking Yahoo source agrees. “We need a lot of reason to do the deal, because it could be very bumpy once we agree,” said the source. “How damaged would Yahoo be if it did not go through, or if important pieces of Yahoo had to be separated from the company?”

Some close to the company, though, would prefer a spinoff of its powerful communications products and services, in the case of a Yahoo-Microsoft union. “We could be the Google of communications,” said one source.

Of course, Google does not want this to happen. In a recent CNBC interview, Google CEO Eric Schmidt signaled the search giant’s intentions related to this thorny communications domination with a loaded quote:

“If they go ahead and the merger’s ultimately successful, it would be possible for Microsoft to integrate some of the properties and essentially eliminate consumer choice, particularly in electronic mail, instant messaging, the things where they have 80% or 90% market share, and that’s a sweet spot for Microsoft in its ability to eliminate choice.”

And, in fact, Yahoo CEO Jerry Yang and Chairman Roy Bostock raised the issue in a letter on April 7 to Microsoft, rejecting Microsoft CEO Steve Ballmer’s letter threatening to go hostile if talks did not proceed.

The Yahoo leaders wrote:

“As to antitrust, we have discussed with you our concerns. Any transaction between us would result in a thorough regulatory review in multiple jurisdictions. As a follow-up to a recent meeting among our respective legal advisers we had on this topic, and at your request, we provided to you on March 28 a list of additional information we would need to further our understanding of the regulatory issues associated with any transaction. To date, you have still not provided any of the requested information.”

According to one source, the antitrust concern that was not named was related entirely to email and instant messaging.

“Bring together our content and search is not an issue,” said the source. “But mail is a real problem.”

Please see this disclosure related to me and Google.

The lack of announcement by Microsoft this morning, as expected, has Silicon Alley Insider speculating that Microsoft (MSFT) and Yahoo (YHOO) are finally engaged in serious, behind-the-scenes discussions about finally coming to the table and making a deal in the long-running takeover battle.

From Henry Blodget’s blog to Steve Ballmer’s brain…

But it’s not a bad theory, especially given the eerie quiet after the spate of very public Hamlet act by the Microsoft CEO yesterday. After telling The Wall Street Journal, “With the right circumstances it’ll happen. Without the right circumstances it won’t happen” today, this is how the New York Post characterized it:

“The frequently shouting, often sweaty Ballmer gave no indication as to the direction he was leaning, saying only that there were three paths the company could pursue: a friendly deal, an unfriendly deal or walking away.”

Well, that clears it up! (Not even one little bit.)

Actually, BoomTown posted earlier this week about informal talks already taking place:

According to sources close to both companies, there are informal discussions now taking place between Yahoo and Microsoft–via bankers, board members, shareholders and others close to both companies–to try to prevent a hostile takeover scenario or the sudden withdrawal of Microsoft’s offer.

So given Ballmer’s range of options this week seem wide enough to drive a semi through, perhaps that’s precisely what Yahoo is finally doing today, as its board meets, sources tell me, to discuss options.

Having successfully gotten the price talk up around the mid-$30s, after it was heading downward only last week and ladling on more Google (GOOG) scariness aimed at Microsoft yesterday–Fabulous online ad outsourcing deal coming! We swear! Google has magic powers to put a spell on you! Boooooo!–the bluffing by Yahoo CEO Jerry Yang would make the famous poker player Jerry Yang proud. (Both pictured here.)

So now, we wait and watch to see who wins this seemingly endless game of Silicon Valley Hold ‘Em.