Microsoft is buying Linked-In, and we should expect this to be a disaster.

It is clear why Linked-in agreed to be purchased.  As revenues have grown, gross margins have dropped precipitously, and the company is losing money.  And LInked-in still receives 2/3 of its revenue from recruiting ads (the balance is almost wholly subscription fees,) unable to find a wider advertiser base to support growth.  Although membership is rising, monthly active users (MAUs, the most important gauge of social media growth) is only 9% – like Twitter, far below the 40% plus rate of Facebook and upcoming networks.  With only 106M MAUs, Linked in is 1/3 the size of Twitter, and 1/15th the size of Facebook.  And its $1.5B Lynda acquisition is far, far, far from recovering its investment – or even demonstrating viability as a business.

Even though the price is below the all-time highs for LNKD investors, Microsoft’s offer is far above recent trading prices and a big windfall for them.

But for Microsoft investors, this is a repeat of the pattern that continues to whittle away at their equity value.

Once upon a time, in a land far away, and barely remembered by young people, Microsoft OWNED the tech marketplace.  Individuals and companies purchased PCs preloaded with Microsoft Windows 95, Microsoft Office, Microsoft Internet Explorer and a handful of other tools and trinkets. And as companies built networks they used PC servers loaded with Microsoft products. Computing was a Microsoft solution, beginning to end, for the vast majority of users.

But the world changed. Today PC sales continue their multi-year, accelerating decline, while some markets (such as education) are shifting to Chromebooks for low cost desktop/laptop computing, growing their sales and share.  Meanwhile, mobile devices have been the growth market for years.  Networks are largely public (rather than private) and storage is primarily in the cloud – and supplied by Amazon.  Solutions are spread all around, from Google Drive to apps of every flavor and variety.  People spend less computing cycles creating documents, spreadsheets and presentations, and a lot more cycles either searching the web or on Facebook, Instagram, WhatsApp, YouTube and Snapchat.

But Microsoft’s leadership still would like to capture that old world.  They still hope to put the genie back in the bottle, and have everyone live and work entirely on Microsoft.  And somehow they have deluded themselves into thinking that buying Linked-in will allow them to return to the “good old days.”

Microsoft has not done a good job of integrating its own solutions like Office 365, Skype, Sharepoint and Dynamics into a coherent, easy to use, and to some extent mobile, solution.  Yet, somehow, investors are expected to believe that after buying Linked-in the two companies will integrate these solutions into the LInked-in social platform, enabling vastly greater adoption/use of Office 365 and Dynamics as they are tied to Linked-in Sales Navigator.  Users will be thrilled to have their personal information analyzed by Microsoft big data tools, then sold to advertisers and recruiters.  Meanwhile, corporations will come back to Microsoft in droves as they convert Linked-in into a comprehensive project management tool that uses Lynda to educate employees, and 365 to push materials to employees – and allow document collaboration – all across their mobile devices.

Do you really believe this?  It might run on the Powerpoint operating system, but this vision will take an enormous amount of code integration.  And with Linked-in operated as separate company within Microsoft, who is going to do this integration?  This will involve a lot of technical capability, and based on previous performance it appears both companies lack the skills necessary to pull it off.  How this mysterious, magical integration will happen is far, far from obvious, or explained in the announcement documents.  Sounds a lot more like vaporware than a straightforward software project.

And who thinks that today’s users, from individuals to corporations, have a need for this vision?  While it may sound good to Microsoft, have you heard Linked-in users saying they want to use 365 on Linked in?  Or that they’ll continue to use Linked-in if forced to buy 365?  Or that they want their personal information data mined for advertisers?  Or that they desire integration with Dynamics to perform Linked-in based CRM?  Or that they see a need for a social-network based project management tool that feeds up training documents or collaborative documents?  Are people asking for an integrated, holistic solution from one vendor to replace their current mobile devices and mobile solutions that are upgraded by multiple vendors almost weekly?

And, who really thinks Microsoft is good at acquisition integration?  Remember aQuantive? In 2007 Microsoft spent $6B (an 85% premium to market price) to purchase this digital ad agency in order to build its business in the fast growing digital ad space.  Don’t feel bad if you don’t remember, because in 2012 Microsoft wrote it off.  Of course, there was the buy-it-and-write-it-off pattern repeated with Nokia.  Microsoft’s success at taking “bold moves” to expand beyond its core business has been nothing less than horrible.  Even the $1.2B acquisition of Yammer in 2012 to make Sharepoint more collaborative and usable has been unsuccessful, even though rolled out for free to 365 users. Yammer is adding nothing to Microsoft’s sales or value as competitor Slack has reaped the growth in corporate messaging.

The only good news story about Microsoft acquisitions is that they missed spending $44B to buy Yahoo – which is now on the market for $5B.  Whew, thank goodness that one got away!

Microsoft’s leadership primed the pump for this week’s announcement by having the Chairman talk about investing outside of the company’s core a couple of weeks ago.  But the vast majority of analysts are now questioning this giant bet, at a price so high it will lower Microsoft’s earnings for 2 years.  Analysts are projecting about a $2B revenue drop for $90B Microsoft next year, and this $26B acquisition will deliver only a $3B bump.  Very, very expensive revenue replacement.

Despite all the lingo, Microsoft simply cannot seem to escape its past.  Its acquisitions have all been designed to defend and extend its once great history – but now outdated.  Customers don’t want the past, they are looking to the future.  And no matter how hard they try, Microsoft’s leaders simply appear unable to define a future that is not tightly linked to the company’s past.  So investors should expect Linked-In’s future to look a lot like aQuantive.  Only this one is going to be the most painful yet in the long list of value transfer from Microsoft investors to the investors of acquired companies.