Microsoft to Yahoo!: You've got 3 weeks before we get hostile
Essentially, Ballmer told the board that they've got 3 weeks to accept Microsoft's offer, currently valued at $42 billion in cash and stocks. If the board refuses, Microsoft will take the offer directly to Yahoo!'s shareholders and nominate a slate of board members to replace the current board.
The original offer was 62% higher than Yahoo!'s closing share price on January 31, one day before the offer was made. Ballmer says the goal was to facilitate a "speedy and ultimately friendly transaction." Since that hasn't happened, Ballmer indicates Microsoft might be willing to get a little less friendly, and suggests that Microsoft would drop its offer price if the company has to resort to a proxy contest.