Believe it or not, Microsoft isn't really serious in its bid to buy Yahoo, according to one financial analyst. Trip Chowdhry of Global Equities Research has reached the unusual conclusion that Microsoft's $44.6 billion merger proposal is really just a ploy to fend off a potential deal between Yahoo and Amazon.com. Could he possibly be right? Probably not.

Chowdhry's Amazon.com theory is getting a lot of play on the Web right now, largely because the well respected analyst has been covering Yahoo closely for at least the last ten years.

But many analysts and other observers contend that Chowdhry's argument that the deal is a "fake" just doesn't hold water, in light of Microsoft's well articulated -- and quite reasonable -- perception that it needs Yahoo in order to fend off Google on the Internet.


Beyond that, though, Amazon's previous acquisition patterns over the past ten years don't at all fit the pattern of a company likely to go shell out billions for another Internet company.

Also contrary to the view of other financial experts, Chowdhry goes further to suggest that a deal between Microsoft and Yahoo wouldn't get regulatory approval -- and further, that Microsoft might even know all that already.

"Yahoo's management should make sure not to fall into the trap of a potentially fake bid, as Microsoft itself probably may be knowing that the chances of the deal going through (are) unlikely," Chowdhry wrote in a research note this week.

Microsoft itself has denied all aspersions cast by Chowdhry on its intentions with Yahoo, issuing a written statement on the matter.

"As to Microsoft intentions, the report is completely incorrect. As we made clear in our letter to the Yahoo board, our bid offers Yahoo employees and shareholders a significant premium and the opportunity to participate in the upside of the combined company," it reads.

"We continue to believe that the proposed combination would receive all necessary regulatory approvals and expect that the proposed transaction would be completed in the second half of calendar year 2008."

Indeed, Microsoft's Steve Ballmer did state in his letter to the Yahoo board that Microsoft is convinced a Yahoo buyout would clear all regulatory hurdles.

"We have dedicated considerable time and resources to ana analysis of a potential transaction and are confident that the combination will receive all necessary regulatory approvals," Ballmer wrote.

Meanwhile, many other financial analysts are predicting that, although a Microsoft/Yahoo deal would face problems, there would also be upsides for both Microsoft and Yahoo.

"While a considerable amount of money, the deal makes strategic sense for Microsoft as it has failed to adequately monetize its band on the Internet," Citigroup financial analyst Mark S. Mahaney said this week.

"The online advertising business has scale economics, and the addition of Yahoo would help accelerate the path to profitability for its Online Services division that has lost $1.25 billion in the last six quarters."

Chowdhry bases his presumptions of some kind of Amazon deal on industry rumors. "Contacts tell us that Yahoo has been probably thinking of shutting down its E-Commerce offering and forming a business tie up with Amazon.com, where users could create their own Merchant Stores - similar to what Yahoo did with shutting down its Music store in favor of Real Networks Rhapsody," he wrote in his report.

"Contacts feel it is likely that these discussions could be taking a form of Amazon.com and Yahoo merger, which Microsoft probably did not like."

The analyst probably did hear these tales, or he wouldn't have placed such weight on them. Maybe these rumors had some basis, or maybe not. But even if anyone at Yahoo ever has contemplated a merger with Amazon, it's not very logical to suppose that the prospect of a deal was the only factor -- or even a factor at all -- in driving Microsoft's bid for Yahoo.

Moreover, even far less than Microsoft, Amazon just doesn't fit the profile of a company that would buy Yahoo.

It's true that Amazon has been moving in the direction of content lately, particularly with its buyout of Audible.com. But like all of the other acquisitions done by the retailer over the past decade, this was a relatively small merger.

In looking for mentions of Amazon's buyouts over the past ten years, BetaNews came up with more than 15 deals.

But most of the companies popping up on the list are not major industry players: Internet Movie Database, purchased in 1998, Chinese e-commerce Web site Joyo.com, in 2004, and digital photography review Web site dpreview.com in 2007.

In what might have been Amazon's two biggest deals of all time, the company spent a total of $280 million of PlanetAll and data mining start-up Junglee.com way back in 1998.

Yet on this entire roster, there's nothing at all that comes anywhere near the size and scope of the $44.6 billion that Microsoft is willing to expend on Yahoo.