NEW YORK (Reuters) - A potential partnership deal between Microsoft Corp and Yahoo Inc the companies revealed over the weekend may prove to be a stepping stone to an outright acquisition, analysts said on Monday.


UBS analysts said in a research note that the business discussions between Microsoft and Yahoo could be a prelude to an eventual outright acquisition offer because it was vital for Microsoft to acquire Yahoo on friendly terms.

"A near-term deal could act as an intermediate step that would go a long way toward testing the waters," UBS wrote.

The brokerage said a Microsoft-Yahoo partnership is likely to focus on search advertising and should be seen as an alternative to a scenario in which Yahoo would outsource to Google Inc part of its Web search ad sales.

Stifel Nicolas argued that Microsoft may be seeking to buy Yahoo's search and search-advertising business outright, leaving Yahoo independent but smaller, focused on display advertising and Internet media businesses.

Stifel analysts George Askew and Scott Devitt warned that Yahoo must reach a deal with either Google or Microsoft or face a bruising proxy battle with activist investor Carl Icahn, who is seeking to install his own slate of Yahoo directors.

Icahn launched a proxy campaign last Thursday to replace Yahoo's board with directors who would reopen talks with Microsoft, saying Yahoo had acted irrationally in refusing the software company's $47.5 billion bid.

The proxy battle "may ultimately drive a damaged Yahoo into Microsoft's arms" at around $31 per share, Stifel said.

Microsoft made a $31-per-share cash and stock offer in late January. Earlier this month, Microsoft discussed raising that offer to $33 a share, but backed away after Yahoo management held out for $37 per share.

The software giant's move to court Yahoo was likely to prompt the Icahn to press Yahoo to further pursue an alliance with Google, a person familiar with the billionaire investor's thinking told Reuters on Sunday.

(Reporting by Eric Auchard; Editing by Steve Orlofsky)
© Copyright 2007 Reuters.