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Icahn Moves To Force Microsoft & Yahoo Together
Corporate Raider Carl Icahn Started His Proxy Fight for Control of Yahoo
May. 16, 2008 03:30 PM
Corporate raider Carl Icahn started his proxy fight for
control of Yahoo this morning, beginning with the classic Icahn opening, the
letter of reproach to the Yahoo board telling them they have acted “irrationally
and lost the faith of shareholders and Microsoft.”
“It is unconscionable,” he says, “that you have not allowed
your shareholders to choose to accept an offer that represented a 72% premium
over Yahoo’s closing price of $19.18 on the day before the initial Microsoft
offer.”
He threatens to unseat the entire Yahoo board with an
alternate slate of 10 hand-picked Icahn substitutes including himself if Yahoo
doesn’t “move expeditiously to negotiate a merger with Microsoft, thereby
making a proxy fight unnecessary.”
“It is quite obvious that Microsoft’s bid of $33 per share
is a superior alternative to Yahoo’s prospects on a standalone basis,” the
letter says. “It is irresponsible to hide behind management’s more than overly
optimistic financial forecasts.”
But for Craig Mundie’s much-parsed remark last week that “Yahoo
could always come back again and say please buy us for $33 and I'm sure we
might reconsider it,” it is unclear that Microsoft can be enticed back to the
table under any circumstances, having supposedly “moved on” since talks with
Yahoo’s co-founders failed on May 3. Yahoo wanted $37 a share.
Even Icahn reportedly can’t get Microsoft on the phone.
Icahn warns Yahoo about making any deal with Google that
would alienate Microsoft further.
“While it is my understanding,” he says, “that you do not
intend to enter into any transaction that would impede a Microsoft-Yahoo
merger, I am concerned that in several recent press releases you stated that
you intend to pursue certain ‘strategic alternatives.’ I therefore hope and
trust that if there is any question that these ‘strategic alternatives’ might
in any way impede a future Microsoft merger you will at the very least allow
shareholders to opine on them before embarking on such a transaction.”
Icahn claims the support of other disaffected and disgusted
Yahoo stockholders and says a number of them “asked me to lead a proxy fight to
attempt to remove the current board and to establish a new board which would
attempt to negotiate a successful merger with Microsoft.”
He does not identify who might have approached him.
One might assume that it includes Yahoo’s biggest
shareholder Capital Research & Management, which has been outspoken in its
criticism of Jerry Yang and the Yahoo board since they blew the deal, and
perhaps Legg Maison Capital Management, Yahoo’s second-biggest holder, which
seemed to want assurances that Microsoft was still interested.
Icahn says that “I and many of your shareholders strongly
believe that a combination between Yahoo and Microsoft would form a dynamic
company and would be a force strong enough to compete with Google on the
Internet.”
The question is does Microsoft still think so.
Icahn says he has amassed 59 million shares of Yahoo – more
than has been reported – and is prepared to take that ~4.2% position to ~6.5%
and buy up to $2.5 billion worth of stock.
Team Icahn includes Dallas Mavericks owner Mark Cuban;
Harvard law professor Lucian Bebchuk; former Universal Studios CEO Frank
Biondi; Michael Dell’s brother Adam Dell; Icahn Enterprises vice-chairman Keith
Meister; Hawkeye Investments president John Chapple; investment manager Edward
Meyer; New Line Cinema co-CEO Robert Shaye; and private investor Brian Posner.
Meyer and Chapple were reportedly on the slate that
Microsoft put together but didn’t use/
The Yahoo stockholders meeting is set for July 3. Sitting
directors who don’t win a majority of the votes have to offer to resign.
About Maureen O'GaraMaureen O'Gara is the Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025.