Microsoft About to Get Medieval on Yahoo's Assets

Microsoft (MSFT) is going to the mattresses. Unwilling to take no for an answer in its hostile play for Yahoo (YHOO), the company is preparing for a proxy fight that will undoubtedly turn the closely watched takeover saga into Silicon Valley legend.

When Yahoo’s entire 10-member board comes up for election at the company’s annual meeting–typically held late in spring–Microsoft will nominate its own slate of directors in the hopes that shareholders interested in its $31-a-share offer will support it. Once it’s done that, sources say, the software giant will announce an exchange offer for just under 15% of Yahoo’s shares.

That would essentially disarm Yahoo of its poison-pill provision, which requires the purchase of 15% of the company’s shares before the board can issue dilutive stock, making a takeover more expensive for Microsoft. Yahoo would be left defenseless and the company’s board with a difficult decision: take the money and run or hope against hope that it’s not sacked in toto come that shareholders’ meeting.