ANALYSIS - Google winner as Microsoft and Yahoo face off

By Daisuke Wakabayashi

SEATTLE (Reuters) - Neither Microsoft Corp nor Yahoo Inc wants to blink first in the software giant's proposed $41.7 billion takeover of the Web pioneer but as the gamesmanship drags on, archrival Google Inc, the merger's raison d'etre, is the biggest beneficiary.

Not much has progressed since Microsoft offered to buy Yahoo on Feb. 1, a proposal that was rebuffed by Yahoo's board as undervaluing the company. Microsoft has countered by saying its offer was fair and urged the board to take a second look.

The union of its two biggest Web rivals could eventually loosen Google's grip on online search and advertising, but a messy takeover battle followed by a complicated integration could give Google ample time to build on its advantage.

"Google benefits if Yahoo is in a state of limbo," said RBC Capital analyst Jordan Rohan. "The longer the uncertainty persists, the greater lead Google has in online advertising."

The impasse between Microsoft and Yahoo has lasted almost a full month and while analysts think that the two companies will eventually strike a deal, the stand-off shows no signs of a quick resolution.

Microsoft has not ruled out a proxy fight to win Yahoo and Yahoo continues to probe for other options. A proxy fight could stretch until July, the latest it could hold its annual meeting this year, followed by a strict regulatory review process in the United States and Europe.

After clearing those hurdles, Microsoft and Yahoo will have to merge two different advertising systems and consolidate completely separate back-end computer systems. Already, Microsoft is seeking to absorb its $6 billion purchase of advertising services company aQuantive from mid-2007.

All the while, Microsoft has to figure out how to head off a feared mass exodus of Yahoo employees while paring back redundant brands.