The "MArket Cap" of a company is not what you would have to pay to buy it. Typically is almost double the market cap, and the company would have to support the take-over bid. Failing that, it would be a hostile takeover. The Board would reject Microsoft's offer, So Microsoft would have to sweeten the pot "Increase the bid" so the common share holders would jump ship and sell. What ever Microsoft offered, say $30/ share. Sony's common share price would jump to $30.00 and sony's market cap would top $30Billion.