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Well, keep dreaming, everyone.

Microsoft is the richest and most desperate Yahoo buyer imaginable, so it will always likely be the high bidder. It's true that Microsoft once offered $31 for the company (maybe even $33), but things were different back then.

Specifically:

• Microsoft's stock has dropped more than 20% since it made the original offer for Yahoo (MSFT closed at $32.60 on January 31, 2008, the day before the offer. Today, it closed at $25.23). This drop has wiped $65 billion off Microsoft's market cap--far more than its Yahoo bid. Even if all else were equal, which is isn't, Microsoft's best offer would likely be at least 20% lower than it was when it made the $31 offer.

• Yahoo talked to everyone under the sun to try to tee up a Microsoft alternative...and failed. There are no other buyers out there, and Microsoft knows it.

• Yahoo's business has deteriorated. Yahoo has continued to lose share of the search market--the primary reason Microsoft wants to buy it.

• The broader stock market is down 10%. Again, this alone would put a stock-for-stock bid at least $3 below the original bid.

But Microsoft was willing to pay cash, and the value of cash doesn't change, right? In theory, no, in reality, yes. Microsoft was willing to pay half cash, so half the bid was directly linked the stock market. But even the cash portion is, too, albeit indirectly: companies (and people) are a lot more willing to dig deep when they're feeling flush, and Microsoft is feeling about 20% less flush than it was six months ago.

Bottom line, stocks are worth what buyers will pay for them--not what sellers will take. So keep dreaming of those $30+ offers, Yahoo shareholders. Because you won't be seeing them in the real world.