Hey, Yahoo: Looking for a white knight? How about Exxon?

The news about Microsoft's hostile bid of $44.6 billion to takeover Yahoo says much about both companies – and Google – but the deal is far from certain.

The enormous offer shows Microsoft's determination to beat Google as well as its own frustration with internal efforts to do the job. So now Microsoft is trying to buy Yahoo's employees, ideas, technology, and market share in online search and other areas. It's a huge offer for Yahoo, a company that has stumbled in its own efforts to match Google. So how do struggling competitors beat the guy in first place? Microsoft thinks it has the answer.

Inside Sunnyvale, Calif.-based Yahoo, there's a different mindset. Top managers want to keep their independence. Merging with Microsoft is a kind of surrender, isn't it? Pride goeth. Fork hits humble pie.

So no doubt, Yahoo insiders will want to fight the hostile bid. But borrowing a page from Rupert Murdoch's takeover of Dow Jones, Microsoft played a clever card, offering a 62 percent premium over the Thursday closing price for Yahoo stock.

That massive offer drives a wedge between management and shareholders. Defeating this fat offer will be difficult. So I'm guessing that Yahoo's management is already looking for other potential buyers or investors whose presence may be more welcome.

And that, oddly, takes us to Exxon Mobil.

Stay with me here. Exxon just reported an annual profit of $40.6 billion, the highest profit ever recorded in the history of capitalism, an embarrassment at a time when consumers feel ripped off at the gas pump. Exxon can't blame costs – that is, Middle East land owners, the tax code, or insufficient refinery capacity – when so many dollars are just going straight to the company. So they need to change the story and talk about "synergestic" investments. As in Yahoo.

The $40.6 billion doesn't quite match Microsoft's offer, but it's sufficient to give Exxon a ticket to the party.

Exxon doesn't need to fully justify its investment in Yahoo because hardly any of the big time mergers ever do. Typically, big tech investments are sold as sizzle, not steak.

So here's how it works:

• Exxon blunts criticism of its high gas prices by saying it needs the cash to invest in the future. What's more future than the Internet?
• Yahoo says it likes the deal because Exxon is not Microsoft. Unburdened by bosses who might understand technology and second-guess their work, Yahoo management is free to innovate, as that other company likes to say.
• Exxon and Yahoo argue the synergies of their merger, the ability in real time for drivers to locate better gas prices, find customized display ads at gas pumps, and "extend their brands," whatever that means.

The name of the new company?

Yah-exx. Or Ex-hoo!