Perhaps some of your remember the acquisition propositions of Microsoft to Yahoo! earlier this year, which in the end didn’t result in Microsoft buying Yahoo!. However yesterday the news spread very fast on the web that both companies announced a long-term agreement in the Web Search segment.

“Yahoo! and Microsoft announced an agreement that will improve the Web search experience for users and advertisers, and deliver sustained innovation to the industry. In simple terms, Microsoft will now power Yahoo! search while Yahoo! will become the exclusive worldwide relationship sales force for both companies’ premium search advertisers.”

Analysis key terms of the agreement

But even the simple term version in the summary made me think about the advantages and impact the agreement has for both Yahoo! and Microsoft. Dueto my background in and interests in technology trends I wanted to have a closer look at the key terms below:

@1.   “Microsoft will acquire an exclusive 10 year license to Yahoo!’s core search technologies, and Microsoft will have the ability to integrate Yahoo! search technologies into its existing web search platforms;”

Remarkable is the long-term character of the agreement, especially in the fast moving and hard to predict digital era we currently live in. However the agreement might be a good strategic move, in order to continue development and expand marketshare for the Microsoft Bing decision engine.

@2.   “Microsoft’s Bing will be the exclusive algorithmic search and paid search platform for Yahoo! sites. Yahoo! will continue to use its technology and data in other areas of its business such as enhancing display advertising technology.”

This key term only supports the expansion of Microsoft Bing, since it will power the search platform on Yahoo! websites. A questionmark however is if Microsoft will also have access to the Yahoo! search data, which is collectd by Yahoo! until now.

@3.   “Yahoo! will become the exclusive worldwide relationship sales force for both companies’ premium search advertisers. Self-serve advertising for both companies will be fulfilled by Microsoft’s AdCenter platform, and prices for all search ads will continue to be set by AdCenter’s automated auction process.”

It sounds like this key term is really aimed at combining complementary skill sets, or to reduce Microsoft’s sales force for premium search advertisers.

@4.   “Each company will maintain its own separate display advertising business and sales force.”

Thus the agreement is only for the search-segment of both the companies, while other parts like the Instant Messaging platforms and the Web Properties, etc. will not be part of this agreement. From a Microsoft perspective, it looks like this deal is fully aimed at brining Micrsoft Bing to the next level. What intrigues me is how the close collaboration agreement will be shaped in practice? Will the Microsft Yahoo search become a separate business unit under the Microsoft Bing “umbrella” ?

@5.   “Yahoo! will innovate and “own” the user experience on Yahoo! properties, including the user experience for search, even though it will be powered by Microsoft technology.”

This one is very interesting, since I believe that both companies will invest in continuous development of the user experience as well as the search experience. This key term triggers a question again: What will happen to the Intellectual Property (IP) that is a result of a co-creation process, which required both parties’ knowledge to develop / or create ?

@6.   “Microsoft will compensate Yahoo! through a revenue sharing agreement on traffic generated on Yahoo!’s network of both owned and operated (O&O) and affiliate sites.

• Microsoft will pay traffic acquisition costs (TAC) to Yahoo! at an initial rate of 88% of search revenue generated on Yahoo!’s O&O sites during the first 5 years of the agreement.
• Yahoo! will continue to syndicate its existing search affiliate partnerships.”

Well here come some financials in play. Microsoft (Bing) will pay Yahoo! compensation for the market expansion which seems to be fair for both companies. The first bullet however only covers the first 5 years of the agreement, while the exclusive license agreement on Yahoo!s search technologies is bought for a period of 10 years! Honestly in the fast moving internet era, these periods seem to be long but might be the result of “slow moving giants” compared to the flexible start-up companies.

@7.   “Microsoft will guarantee Yahoo!’s O&O revenue per search (RPS) in each country for the first 18 months following initial implementation in that country.”

Looking a the compensation-term of the agreement  above and the fact that Microsoft will guarantee Yahoo! revenue per search, both companies but foremost Microsoft have really faith in the success of Microsoft Bing, which is more than a Google search alternative.

@8.   “At full implementation (expected to occur within 24 months following regulatory approval), Yahoo! estimates, based on current levels of revenue and current operating expenses, that this agreement will provide a benefit to annual GAAP operating income of approximately $500 million and capital expenditure savings of approximately $200 million. Yahoo! also estimates that this agreement will provide a benefit to annual operating cash flow of approximately $275 million.”

Nice to write down the estimates, but which prediction and estimation models are used to calculate these numbers. What is the balance between the financial win for Microsoft and what is the financial win for Yahoo!?  However I do think that this merger / acquisition can result in highe efficiency improvements by combining the best of both worlds in search and advertising. If the numbers and calculations we’re correct we will see in time.

@9.   “The agreement protects consumer privacy by limiting the data shared between the companies to the minimum necessary to operate and improve the combined search platform, and restricts the use of search data shared between the companies. The agreement maintains the industry-leading privacy practices that each company follows today.”

Consumer privacy is certainly a good point, but will this key term not slow down the companies since they seem te rely both on certain types of information for additional development of their services.

Thoughts and wrap-up 

Todd Bishop -co-founder and managing editor of TechFlash- has written a series of articles on the TechFlash website about this deal from a variety of perspectives in the following highly recommended articles: “What people are saying about Microsoft’s Yahoo partnership” and “Analysts, investors react to Microsoft’s Yahoo partnership” and “Audio: Ballmer and Bartz discuss partnership, Google, and f-bombs“

“While Microsoft gets the larger market share to improve Bing’s search relevance and advertising volume, Yahoo still gets 88 percent of the revenue from ads on Yahoo search, without the R&D and operating expenses that it would normally encounter. That frees up Yahoo to concentrate on its online media business, Ballmer said.”

But how can we relate this agreement back to the failed acquisition in February this year, and what was te initial goal of the Yahoo! acquisition at that point in time ? Was it also aimed at buying the search technologies of Yahoo! in order to improve Microsoft Bing and leverage the Yahoo! network to collect data and expand in advertising as well ?

All interesting questions, which will require some additional research. However what most strikes me in this deal is the long-term character and trust both companies have in this agreement and the partnership. I would like to know when you really can measure the impact of this agreement, both in financial- and in operational and efficiency terms as well.

In the article I explicitely didn’t talk about Google -another industry giant an leader in the search segment-, but I’m also really curious on their strategic reaction as well. And:

• Is the agreement between Microsoft and Yahoo! a clever move to dismantle Yahoo! piece by piece or is it a better deal for Yahoo! so they can really develop ventures in new or related industries ?
• Will the two industry giants be able to be more flexible and move faster due to this agreement, like a early start-up ?
• Which management challenges will the (partly) merger of Yahoo! and Microsoft (Bing) bring ?
• What impact has this acquisition on the innovative power of Yahoo! and Microsoft ?
• What is the impact on the business models of Yahoo! and Microsoft ?

Concluding

The current agreement betweent Microsoft and Yahoo! is a very interesting business case, of which I will follow the developments. I hope in time some questions will be answered and perhaps some new challenges will come on their path. The long-term character of the agreement and the open formulation of the key terms, makes it even more interesting to follow. Please let me know what you think of this agreement, and you might have some thoughts about the proposed questions as well.

Reference List

1. MICROSOFT PRESS PASS: News Press Release Microsoft Proposes Acquisition of Yahoo! for $31 per Share
2. CHOICE VALUE INNOVATION:  Microsoft, Yahoo! Change Search Landscape
3. TECHFLASH:  Analysts, investors react to Microsoft’s Yahoo partnership