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Company attempting to challenge Google’s dominance of online search and advertising markets.

SAN FRANCISCO — Microsoft Corp. has pounced on slumping Internet icon Yahoo Inc. with an unsolicited takeover offer of $44.6 billion in its boldest bid yet to challenge Google Inc.’s dominance of the lucrative online search and advertising markets.
The surprise offer of $31 per share, made late Thursday and announced Friday, seizes on Yahoo’s weakness while Microsoft tries to muscle up in a high-stakes battle with Google likely to define the technology landscape for years to come.
In a statement Friday, Yahoo said it will “carefully and promptly” study Microsoft’s bid.
With its profits steadily sliding, Yahoo’s stock slipped to a four-year low earlier this week and a new management team has been trying to steer a turnaround but sees more turbulence through 2008.
In a conference call Friday morning, Microsoft Chief Executive Steve Ballmer indicated he won’t take no for an answer after Yahoo rebuffed takeover overtures a year ago.
“This is a decision we have — and I have — thought long and hard about,” Ballmer said. “We are confident it’s the right path for Microsoft and Yahoo.”
Besides the question of Yahoo’s acceptance, Microsoft’s bid also faces regulatory scrutiny in Washington and Europe. On Friday, the Justice Department said it is “interested” in reviewing antitrust issues. European Union officials declined to comment.
To underscore its resolve, Microsoft is offering a 62 percent premium to Yahoo’s closing stock price Thursday. If the deal is consummated, it would be by far the largest acquisition in Microsoft’s history, eclipsing last year’s $6 billion purchase of online ad service aQuantive.
Since reaching a 52-week high of $34.08 in October, Yahoo shares had fallen 46 percent. Yahoo climbed $9.20 a share, or 48 percent, to $28.38 Friday. Microsoft shares fell $2.15, or 6.6 percent, to $30.45.
Microsoft publicly disclosed its cash-and-stock offer in hopes of rallying support from Yahoo’s shareholders, making it more difficult for Yahoo’s board to turn down the bid.
In a letter released Friday, Ballmer pointedly noted Yahoo’s financial performance has deteriorated since Microsoft was spurned a year ago. At that time, Ballmer said he was told Yahoo believed it was better off on its own.
“A year has gone by, and the competitive situation has not improved,” Ballmer wrote in his letter.
Microsoft’s previous offer was rebuffed by Terry Semel, who stepped aside last year as chief executive under shareholder pressure.
Microsoft sent its latest takeover offer to Yahoo late Thursday, shortly after Semel resigned as the company’s chairman. The letter is addressed to Semel’s successors, new Chairman Roy Bostock and the current CEO, co-founder Jerry Yang, who is one of Yahoo’s largest shareholders.
In a prepared statement, Yahoo said its board “will evaluate this proposal carefully and promptly in the context of Yahoo’s strategic plans and pursue the best course of action to maximize long-term value for shareholders.”