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Microsoft Left With "Hostility" In Yahoo Bid?

Microsoft Chief Executive Steve Ballmer.
Chitose Suzuki
Microsoft Chief Executive Steve Ballmer.

Microsoft CEO Steve Ballmer has plenty of options of what to do next in his brewing battle for Yahoo, but experts and sources within the company are telling me he'll go hostile.

At least until Yahoo comes to its senses and comes to the table with a realistic counter. And Microsoft , negotiating off and on for the better part of 18 months, is not willing to wait any longer. And it shouldn't necessarily have to.

There's a thought going around on the Street that Steve Ballmer will announce he's walking from the deal all together, a scorched Earth strategy that would nuke Yahoo shares. After they're crushed into the low teens, Ballmer's clan can start snapping up shares on the open market for half what they're worth today. I wrote about this Friday, and some on the Street dismiss the idea since it would lead to enormous bad blood. Ummm, what's the blood today, good?

If Microsoft did "walk," and snap up open-market shares in the aftermath, it would trigger Yahoo's poison pill, adopted in 2001. And that'd be the key reason why Microsoft wants to replace Yahoo's board with members of its own choosing.

Also, just because Microsoft goes hostile doesn't necessarily preclude the negotiations from continuing. Microsoft could raise, or go all cash, or sit tight. Yahoo can step up, actually negotiate, or do nothing at all.

But time is of the essence. Yahoo will hold a shareholder meeting at some point. It has to based on its Delaware laws of incorporation. Shareholders will vote on who will sit on the company's board. But the pieces of this puzzle must be in place. Microsoft needs to take these steps so that it's ready to take the next ones.

Yahoo can stonewall as much as it wants. As it has been doing. But it will have to step up and get into the game and engage. It's business, it's legacy, and billions in shareholder value hang in the balance. Negotiate now and it has the chance of becoming the best arrangement possible for shareholders. Wait for Microsoft to run its own board, and control all the cards, and Yahoo risks losing everything.

Delaying, stalling, ignoring and hoping for the best is not a strategy. Time for Yahoo to step up. Microsoft won't wait for ever. And neither will Google .

Questions? Comments? TechCheck@cnbc.com

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