Icahn initiates proxy battle with Yahoo! over Microsoft bid
Yahoo! may have thought the battle to keep Microsoft from buying the company was over, but it sounds like that couldn’t be farther from the truth. The latest round in the saga is being pushed by Carl Icahn who wrote a public letter to the Board of Directors of Yahoo! which includes Icahn’s slate for a new Board of Directors. Icahn has been making news over the last couple of weeks through his purchase of 59 million shares of Yahoo! and his desire to purchase US$2.5 billion dollars worth of Yahoo! stock.
Icahn takes a very sharp tone in his letter which accuses the Yahoo! board of directors of acting “irrationally” and of taking the “unconscionable” act of not allowing Yahoo! shareholders to vote on Microsoft’s offer of US$33 a share which Icahn indicates was a 72% premium over the company’s share price the day before Microsoft’s initial offer. It is for these reasons Icahn has indicated that he is entering into a proxy fight with Yahoo!
Icahn does give the Yahoo! board of directors a means of avoiding a proxy fight. All they have to do is to “expeditiously” negotiate a merger with Microsoft. There was initial talk that Microsoft was going to initiate a proxy fight in order to force an acceptance of their bid, but it seems that Icahn will be happy to do it for them.
Read more from the Icahn press release.
Brian’s Opinion
Icahn smells blood or else he wouldn’t be initiating this proxy battle with Yahoo!. Honestly, it’s kind of hard not to smell blood when it comes to Yahoo!, considering their stock price and continued financial performance. It’s probably a pretty safe bet that Icahn can team up with other Yahoo! shareholders who were none to happy to have the Microsoft bid slip away simply because of “feelings” toward being owned by Microsoft.
Icahn has a pretty good track record when it comes to getting his way. One great example of that is with Motorola when he proposed his own members to the Motorola Board of Directors and a desire for Motorola to spin off its mobile handset division. Icahn got his way in both cases so to say he is a veteran of corporate battles and proxy fights is an understatement.
We will now see just how committed Yahoo! is to not being taking over by Microsoft. If they are truly committed to remaining a stand-alone company then they’ll put on the gloves and go toe to toe with Icahn. Of course, Yahoo! has quite a case to make to shareholders when it comes to the future potential of the company compared to an offer which puts a good deal of money into shareholders pockets now. Honestly, I’d hate to be in Yahoo!’s position because it’s going to be a tough case to make.
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