It’s called “Sticker Shock“. When you look at something and instantly realize that what you’re looking at buying does not meet the price you’re looking at on the price tag. According to Wikipedia, the term sticker shock came from the high price of automobiles in the 70’s and 80’s.

Imagine telling someone you’ll pay $45 BILLION for something. This is what Microsoft told Yahoo in an unsolicited letter.

Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo common stock for per share consideration of $31 based on Microsoft’s closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock. Microsoft would provide each Yahoo shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition. Our proposal represents a 62% premium above the closing price of Yahoo common stock of $19.18 on January 31, 2008. The implied premium for the operating assets of the company clearly is considerably greater when adjusted for the minority, non-controlled assets and cash. By whatever financial measure you use – EBITDA, free cash flow, operating cash flow, net income, or analyst target prices – this proposal represents a compelling value realization event for your shareholders…

Microsoft’s consistent belief has been that the combination of Microsoft and Yahoo clearly represents the best way to deliver maximum value to our respective shareholders, as well as create a more efficient and competitive company that would provide greater value and service to our customers…

We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company with exceptional display and search advertising capabilities. You should also be aware that we intend to offer significant retention packages to your engineers, key leaders and employees across all disciplines…

Due to the importance of these discussions and the value represented by our proposal, we expect the Yahoo Board to engage in a full review of our proposal.

The reactions are mixed with some saying Microsoft is buying a big bag and others saying it is a smart move by the software giant, saying the online advertising sales is where Microsoft lacks.

I think the interesting fact here is, Bill Gates can write a check for $45 billion and still have $14 billion left over. “Yahoooooooo!”