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Does anyone know the source of this rumour?
If true, Icahn's recent purchase of 6.8 million Yahoo shares is rather timely:

http://www.latimes.com/business/investing/la-fi-yahoo29-2008...

I suspect that was so that he can try to push a deal like this through. If it were already more or less a done deal it seems it'd be asking for prosecution for inside trading.
Yahoo's insider blackout period began this week, so it's no surprise that he bulked up before he's blocked out for the next 6 weeks.
I wonder if Yahoo would be allowed to build a new search business. I'm sure they could do that for way less than $20 billion.
They couldn't do it without Overture context advertising patents, though.
A deal with MS, for $20B, will include a clause that says that MS will be the default search engine and search engine advertiser on all of the Yahoo's properties for a very long time. So what would Yahoo do with a new search engine?
This will be good news for Yahoo, because Yahoo has the problem of being spread across all of the most competitive fields on the net - search, portal, email, video, sports. Taking away one part of this, frees yahoo up to focus on evolving the web instead of trying to battle the giants.

Microsoft is huge - it has the resources to tackle google on search. Let the two titans fight it out, and let yahoo go back to being startup-like, work on their developer tools, create an API for the web, build their email product, expand in the 3rd world and so on.

Losing search is not only profitable, it will cause an increased focus on creating money-making and competitive products out of the rest of Yahoos properties.

Assuming the new CEO is any good.

> Microsoft is huge - it has the resources to tackle google on search.

What exactly do you mean by "tackle"? Microsoft has enough software engineers, but they don't have enough time and search data to catch up. Google has enormous log files from user's search behaviour and experience battling search spammers. And this is what Microsoft is lacking and cannot buy.

Buying only the search business is an awful awful deal. The new search business will still reside in yahoo's web properties. Yahoo will definitely neglect the m$ search advertising in favor of luring consumers to its display ads. This is like saying you are going to adopt a kid from a foster home and leaving her there.

Yahoo's strength is in its content not search. Paying 20B (which is more than the market value of yahoo) for search market share just doesn't make sense.

Yahoo's market cap right now is hoovering around $16B. So Microsoft wants to pay $20B for their search business?
It is logical. Search is where the money is at.

For me the biggest business mystery in the world is why the adsense/adword model was not exactly copied ASAP by Yahoo, since that was making billions to your direct competitor.