Icahn: Yahoo “Completely Botched” Microsoft Merger; Threatens Board Proxy War

By Mike Caggeso
Associate Editor

Carl Icahn is adding to his reputation as a boardroom bully.

In a letter to Yahoo Inc.' (YHOO) Chairman Roy Bostock, the billionaire investor threatened to seek control of the board and resuscitate takeover talks with Microsoft Corp. (MSFT).

Two weeks ago, Yahoo Chairman of the Board and co-founder Jerry Yang rebuffed Microsoft' $47.5 billion (or $33 a share) bid, sending shares down $4.43 (or 15%) to $24.24. That of course didn't bode well for Icahn, who said he owns 59 million Yahoo shares.

"The board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft," Icahn said in his letter. "I sincerely hope you heed the wishes of your shareholders and move expeditiously to negotiate a merger with Microsoft, thereby making a proxy fight unnecessary."

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If necessary, Icahn' strategy is to seek antitrust clearance from the Federal Trade Commission to purchase up to $2.5 billion worth of shares – about a 6% stake. Also, with all of Yahoo' 10 board members up for re-election on July 3, Icahn will move to nominate his own list of board candidates, one being Mark Cuban.

Reviving talks with Microsoft won't be easy, as rhetoric increasingly intensified between Yang and Microsoft CEO Steve Ballmer during takeover negotiations.

But if anyone has the experience and moxie to push talks further, it' Icahn, who has used his clout to push action at struggling mobile phone pioneer Motorola Inc. (MOT) and drugmaker ImClone Systems Inc. (IMCL).

Most recently, Icahn has been at the forefront of Blockbuster Inc.' (BBI) up-to $1.35 billion bid for Circuit City Stores Inc. (CC). If that deal falls through, Icahn said he would acquire the struggling electronics retailer.

In his letter to Yahoo, Icahn said the board "completely botched" a successful merger with Microsoft and that he is acting on shareholders' behalf to establish a new board.

Icahn also penciled his name in as one of the nominees for Yahoo' board.
"I think he' playing his cards pretty smart here," Troy Mastin, an analyst at William Blair & Co., told Bloomberg Television. "I wouldn't be surprised to see Microsoft and Yahoo together in the next few months."

News and Related Story Links:

• Money Morning:
  Microsoft Withdraws Yahoo Bid

• New York Times:
  Text of Icahn' Letter to Yahoo Board

• Money Morning:
  Rhetoric Intensifies as Yahoo and Microsoft Reach Crucial Impasse

• Money Morning:
  Circuit City Puts Itself on the Auction Block, Opens Books to Blockbuster and Icahn 

• Bloomberg:
  Icahn Threatens Yahoo Board Fight After Failed Bid