SAN FRANCISCO(AP)
Yahoo Inc. Chief Executive Jerry Yang spent months fending off
Microsoft Corp.'s unsolicited takeover bid. Now he may only
have a few weeks to persuade the software maker to revive its last
offer of $47.5 billion, or risk being fired in a shareholder mutiny
led by activist investor Carl Icahn.
Spurred on by outraged shareholders, Icahn notified Yahoo
Thursday that he will lead a revolt to oust Yang and the rest of
the Internet company's board unless they renew negotiations
with Microsoft that fell apart May 3 when the two sides
couldn't agree on a price.
To pressure Yahoo, Icahn has nominated an alternate slate of
directors to replace the current board in an election scheduled
July 3 at Yahoo's annual meeting. If the uprising is
successful, an Icahn-led board presumably would fire Yang as CEO
and try to negotiate a sale to Microsoft.
To gain leverage in the looming battle, Icahn revealed that he
has spent more than $1 billion snapping up 59 million Yahoo shares
and options to give him a 4.3 percent stake in the Sunnyvale-based
company. He plans to seek approval from the Federal Trade
Commission to acquire up to $2.5 billion in Yahoo stock, including
his current holdings.
Icahn's challenge opens a dramatic new chapter in a saga
that began Jan. 31 when Microsoft stunned Yahoo with a takeover bid
that started out at $44.6 billion, or $31 per share, and then rose
to $47.5 billion, or $33 per share, earlier this month.
The showdown now features at least five billionaires with
diverse agendas:
Yang and fellow Yahoo co-founder David Filo, who believe Yahoo
is worth at least $53 billion; Icahn and basketball team owner Mark
Cuban, who has agreed to help shake up the company that made him
rich; and Microsoft CEO Steve Ballmer, who, until recently at
least, viewed Yahoo as a key weapon in his crusade to topple
Internet search and advertising leader Google Inc.
Hoping to seal the deal, Ballmer orally offered to buy Yahoo $33
per share. But Yang and Filo _ speaking on behalf of Yahoo's
board _ sought $37 per share, a price the stock hasn't reached
in more than two years. The impasse prompted Ballmer to withdraw
the bid.
In a letter sent Thursday to Yahoo Chairman Roy Bostock, Icahn
lambasted the board's actions as "irresponsible" and
"unconscionable," given that Yahoo's stock stood at
$19.18 before Microsoft first made its bid. He urged the board to
reopen the talks.
"I believe that a combination between Microsoft and Yahoo
is by far the most sensible path for both companies," Icahn
wrote.
A Yahoo representative said the company would respond to Icahn
"soon."
Yahoo shares rose 61 cents, or 2.3 percent, to finish Thursday
at $27.75. That's the stock's highest closing price since
Microsoft broke off talks.
While Icahn made it clear he wants Yahoo sold to Microsoft,
there are no guarantees the software maker is still interested in
buying its rival.
A Microsoft spokesman declined to comment on Icahn's letter,
saying the Redmond, Wash.-based company has "moved
on."
Besides Icahn, the alternate slate of nominees includes Cuban,
who sold Broadcast.com to Yahoo for $8.1 billion in stock in 1999.
Cuban used part of his Yahoo windfall to buy the Dallas Mavericks,
a National Basketball Association franchise that he still owns. He
called upon Yahoo to sell to Microsoft in a February blog
posting.
If Yahoo can't find a way to placate Icahn, the battle
threatens to distract Yahoo and the rest of the company's
management from their turnaround efforts, said James Post, a Boston
University professor specializing in corporate governance and
ethics.
"Senior management cannot concentrate on managing the
business when they are concentrating on managing critical
relationships with angry shareholders," Post said.
And there's no doubt Yahoo shareholders are furious, said
Darren Chervitz, co-portfolio manager of the Jacob Internet Fund,
which owns about 100,000 Yahoo shares.
"There's a strong feeling that Yang and the board did
not do their fiduciary duty," Chervitz said. "They had a
very strong offer on the table and did everything to brush it
aside, if not sabotage it."
Paulson & Co., a New York hedge fund that owns 50 million
Yahoo shares, said Thursday that it will back Icahn's alternate
slate of directors if Yahoo's board doesn't negotiate a
sale to Microsoft.
Icahn has a long history of challenging corporate boards
overseeing troubled companies. Most recently, he has forced major
changes at Blockbuster Inc. and Motorola Inc. He also played a
pivotal role in the recent $8.5 billion sale of business software
maker BEA Systems Inc. to rival Oracle Corp., which dropped an
earlier bid of $6.7 billion.
The billionaire investor's other notable nominees to the
Yahoo board include: venture capitalist Adam Dell, whose brother,
Michael, founded Dell Inc.; and Frank Biondi Jr., the former chief
executive of Viacom Inc.
Icahn also recruited two nominees that Microsoft reportedly
lined up for a possible hostile takeover attempt that never
materialized. Those two are advertising executive Edward Grey and
former Nextel Partners CEO John Chapple.
The revolt threatens to jettison Yang, 39, from the company that
he started with Filo, 41, while they were graduate students at
Stanford University 14 years ago. Together, Yang and Filo still own
134 million Yahoo shares, or nearly 10 percent of the company.
Yang has argued Yahoo eventually will be worth more than
Microsoft's last offer if it can expand its share of a rapidly
growing Internet advertising market. He has pledged to boost
Yahoo's net revenue growth by 25 percent in 2009 and 2010 _
well above the company's recent pace of 12 percent.
"It is irresponsible to hide behind management's more
than overly optimistic financial forecasts," Icahn wrote
Bostock.
Although Ballmer and other Microsoft executives have been saying
publicly they don't need to buy Yahoo to bolster the
company's unprofitable Internet operations, many analysts have
dismissed the statements as posturing.
Collins Stewart analyst Sandeep Aggarwal believes Microsoft will
eventually buy Yahoo for $33 or $34 per share. The "body
language from Yahoo and Microsoft do not suggest that both
companies have really moved on," Aggarwal wrote in a Thursday
research note.
If the two companies really abandoned hope for a deal, Aggarwal
reasons they would have already announced other moves indicating
they were heading in a new direction.
For instance, Yahoo has been discussing a possible advertising
partnership with Google for weeks without agreeing to a deal. And
if Microsoft weren't still interested in Yahoo, Aggarwal
believes the company would have already announced another
acquisition or "radical changes" in its strategy for
building a more compelling Internet search engine.
___
Associated Press Business Writer Jennifer Malloy in New York
contributed to this story.
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