Yahoo to Carl Icahn: Our directors are better than yours
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Yahoo this afternoon fired back at billionaire investor Carl Icahn, who earlier today raked the company over the coals for turning down Microsoft’s unsolicited bid and announced his intention to take control of Yahoo’s board. Here’s our story from earlier today.
Yahoo’s response letter, from Chairman Roy Bostock, started cordially but quickly got nasty:
We are in receipt of your letter with regard to your intention to seek control of Yahoo!’s board of directors. Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders. Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. Please may I remind you that there is currently no acquisition offer on the table from that company or any other party. That said, we have been crystal clear in our stance that we have been and remain willing to consider any proposal from any party including Microsoft if it offers our stockholders full and certain value.
Bostock then tried to explain ...
... how Icahn simply didn’t get what had happened. We tried, he seemed to say, we tried! But, he went on, Microsoft never put its higher offer in writing and wouldn’t answer any of Yahoo’s questions about antitrust problems, integration headaches and other items in ‘a list of key non-price deal terms that our board believed were critical items to be addressed in a deal to provide reasonable protections for our stockholders.’ He also wrote:
In short, Yahoo!’s board was at every point in this process prepared to enter into a transaction with Microsoft that would maximize stockholder value -- and included certainty of value and closing. What Yahoo!’s independent board refused to do was to allow control of this company to be acquired for less than its full value.
No response yet from Microsoft, which would of course need to be willing to come back to the bargaining table for Icahn’s plan to work.
-- Chris Gaither