Sur le même thème que "Step two in Carl Icahn's five-point Yahoo plan: replace Yang [Yahoo Raid]"

Carl Icahn May Rekindle Yahoo-Microsoft Deal

FP Trading Desk submits: Investor activist Carl Icahn's recent nomination of an alternative Board of Directors at Yahoo! Inc. (YHOO) may revive talks of a transaction with Microsoft Corp. (MSFT), according to Goldman Sachs analyst James Mitchell. In his note titled "Yahoo! transaction back in the crosshairs as Icahn enters the fray," analyst James Mitchell said it may be the perfect time to rekindle Microsoft's interest in Yahoo! given Mr. Icahn's substantial track record in pushing through acquisitions, including Oracle's (ORCL) recent purchase of BEA Systems (BEAS). The fact that Yahoo!'s current board has had to issue a letter defending its handling of the take-over talks to frustrated shareholders also comes into play. Complete Story » [lien] [EN]

Carl Icahn's letter to Yahoo chairman Roy Bostock [Yahoo]

Yahoo chairman Roy Bostock has a letter from corporate raider Carl Icahn in his inbox. It's more than 3,000 words long. For a version that Bostock and you can read before Icahn completes his raid, see below. The board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. Microsoft's bid of $33 per share is a superior to Yahoo's prospects. It is irresponsible to hide behind management's overly optimistic financial forecasts. It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72 percent premium. Yahoo and Microsoft would compete with Google. Shareholders asked me to remove the current board and negotiate a merger with Microsoft. I therefore purchased approximately 59 million shares, formed a 10-person slate, sought antitrust clearance to acquire $2.5 billion worth of Yahoo. Heed your shareholders and negotiate a merger with Microsoft.And now, the biographies of Icahn's board slate in 100 words: · Lucian A. Bebchuk is Professor at Harvard Law School. · Frank J. Biondi, Jr served as President and Chief Executive Officer of Viacom, Inc. · John H. Chapple [is] President of a privately-owned equity firm. · Mark Cuban, owner of the National Basketball Association franchise, co-founded HDNet and Broadcast.com. · Adam Dell is the Managing General Partner of Impact Venture Partners. · Carl C. Icahn. · Keith A. Meister, of Icahn Enterprises G.P. Inc. and Icahn Capital LP. · Edward H. Meyer serves as Chairman, CEO of an investment management company. · Brian S. Posner is a private investor. · Robert Shaye is Co-Chairman and Co-CEO of New Line Cinema. [lien] [EN]

Carl Icahn speaks, slowly, on CNBC Fast Money [Yahoo Raid]

newVideoPlayer("icahn_fastmoney.flv", 494, 370,""); Billionaire and activist investor Carl Icahn took his Yahoo obsession to the airwaves with a phone-in interview on CNBC's Fast Money yesterday afternoon. In my attempts to distill the over twelve-minute, rambling dialogue with the anchors on the show, the most interesting thing was how guarded and halting Icahn was about his intentions — he revealed little that he, or one of his assistants, hasn't brought up in his many open letters and other lobbying to unseat CEO Jerry Yang, or answer the question "If you succeed in your proxy battle, who says Microsoft will buy?" So with no money quotes to go with, I threw in everything else. [lien] [EN]

Carl Icahn finally updates The Icahn Report -- powered by Google [Blogging For Dollars]

No wonder Carl Icahn thinks that Yahoo's search advertising deal with Google has merit — turns out that his blog, The Icahn Report, uses Google to help readers search. Not that there's much content to search, as it just went live today, with an archive only going back a week to June 12. Which just happens to be the day that talks with Microsoft ended and the partnership with Google was announced. One keyword you won't be able to find with a Google-powered search of Icahn's blog? The word "Yahoo." [lien] [EN]

Why Carl Icahn doesn't have a Yahoo CEO [Yahoo Raid]

If corporate raider Carl Icahn ever had any hope of convincing major Yahoo shareholders like Legg Mason's Bill Miller to back his alternative slate against the Yahoo board in a proxy fight, he needed a plan B in case a sale to Microsoft didn't work out. As Kara Swisher puts it, he needed "a solid management team and a cogent plan." For two reasons: One, because without an alternative to a merger with Microsoft, Microsoft would own all the chips in any merger negotiations. Two, by not naming a replacement Yahoo management team, Icahn left major shareholders with the impression that he himself would control the company after winning a proxy fight. Shareholders are unhappy with Yang & Co., but they tell Swisher that "taking such a major step as dumping them and leaving the company in Icahn's hands — even for a short time he will be there — is decidedly more risky." So if it was so important that he do so, why didn't Icahn ever name a nominee for Yang's job? Because he was caught in a classic Catch-22. Why would respectable Web industry executives like former Yahoo COO Dan Rosensweig, former Fox Interactive boss Ross Levinsohn, or Levinsohn's partner at Velocity Interactive, ex-AOL CEO Jon Miller — the kind of names shareholders would trust — sign up with Icahn just in time to get replaced by Microsoft's Kevin Johnson? And why would they jinx their chances at a getting named to the plum job by Yang itself — a far more comfortable coronation? That's why those names never showed up in an Icahn press release. It's also why Icahn's board slate is filled by a bunch of no-names and Mark Cuban, whose feud with Yahoo is now nearing a decade in age. So, what did Carl Icahn really do wrong? Buy his first share of Yahoo. (Photoillustration by Jackson West; photo of Icahn by AP/Mark Lennihan) [lien] [EN]

Will Carl Icahn crash Yahoo? [Yahoo Raid]

In explaining Carl Icahn's raid on Yahoo, pundits bring up his efforts to shake up tech and media giants like Motorola and Time Warner. But I think there's a better analogy in Icahn's past: TWA. Icahn's attempt to gain a board seat or broker a new deal to sell Yahoo to Microsoft will not send Yahoo soaring; if left unchecked, he will run Yahoo into the ground as surely as he did that troubled airline. Icahn's bid, and the support it is drawing from large Yahoo investors, seems premised on the notion that he can bring Microsoft and Yahoo back to the bargaining table. That seems unlikely. As with TWA, Icahn is making a fundamental mistake. He thought that an airline was about airplanes, and he likewise must imagine Yahoo is about websites, or banner ads, or searches. Wrong in both cases. Those businesses aree about people. At TWA, his actions precipitated crippling labor unrest. At Yahoo, the talent won't strike, but it will leave — those who haven't already walked out the door, that is. At Microsoft, too, the thought of taking on all of Yahoo's problems is sparking unease among the executives who would be charged with making a deal work. Besides Microsoft, it's unclear what Icahn can do for Yahoo, or to Yahoo. Certainly, its board and management need wholesale replacement. Yahoo requires a "product Nazi," one Silicon Valley executive told me, to bust through the company's broken culture of consensus and impose a singular vision on all its efforts. But Icahn is exactly the wrong person to attract that kind of talent. He freely admits he knows nothing about technology; he's just good at opportunism. As Dan Lyons, writing as Fake Steve Jobs, points out, Icahn's assault will likely start with a character assassination on Jerry Yang, as Icahn did with Motorola CEO Ed Zander, who soon resigned. With Yang's poor performance handling the Microsoft bid, he has sharpened Icahn's knives for him. Yahoo president Sue Decker should start earning her outsized pay and head this off by taking the lead on handling Icahn. (Yang, the prickly cofounder) is far too tone-deaf to handle such a negotiation.) She should take her cues from former Time Warner CEO Richard Parsons, who played Icahn like a fiddle during his attempted raid on that company; instead of breaking the company up, as Icahn suggested, Parsons arranged for a slightly larger buyback of shares than previously planned. The lesson from Parsons: The way to handle Icahn is to spend lots of time letting him talk, and then figure out how to pitch something the company was planning to do anyway as his brilliant idea. For Decker, who is widely thought unqualified to be CEO at Yahoo or anywhere else, it will be excellent practice for her future as a perpetual No. 2. (Photoillustration by Jackson West; photo of Icahn by AP/Mark Lennihan) [lien] [EN]

Yahoo chairman Roy Bostock to Carl Icahn: Back off [Acquisitions]

Yahoo board chairman Roy Bostock has penned a response to billionaire investor Carl Icahn's verbose missive, who's trying to replace the Internet company's board with directors who favor a deal with Microsoft: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.Granted, Icahn's been accused of not understanding the Internet in the past — but acquisitions? About those, he's a widely acknowledged master. Full text of the letter after the jump. Dear Mr. Icahn: 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. From the beginning of the process with Microsoft, Yahoo!'s independent directors focused on one central goal: how best to maximize stockholder value. At all times directing this process, Yahoo!'s independent directors carefully considered Microsoft's initial unsolicited proposal, which was at the time valued at $31 per share. After considering input from its financial advisers the board unanimously concluded that Microsoft's proposal significantly undervalued Yahoo! and was, therefore, not in the best interests of the company or our stockholders. While we rejected this offer publicly on February 11, 2008, we could not have been more clear in that communication and in every subsequent communication, both public and private, that we were and are willing to enter into any transaction that would maximize value for stockholders and provide them certainty of value. The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Following receipt of Microsoft's proposal on January 31, our board of directors has met over twenty times to review Microsoft's proposal and Yahoo!'s other strategic alternatives. Throughout this process our board kept an open mind and an open ear. Our independent directors met with several of our largest stockholders to solicit their views and to make it clear that Yahoo!'s independent board is fully committed to maximizing stockholder value. In addition, at the direction of our board, our management team met with many of our investors to provide insight into Yahoo!'s strategy and views on value. Our board's openness also extended to Microsoft. Without reciting all of the contacts between us and between our advisers, the senior-most management of Yahoo! and Microsoft and the companies' respective financial advisers spoke on numerous occasions and met in person seven times. During those meetings, Yahoo! discussed its strategic objectives in search and display advertising monetization, its perspectives on operating strategy and integration in a transaction with Microsoft, its perspectives on transaction synergies, and other non-price deal terms. Because certainty of closing is a critical issue, we sought to understand Microsoft's thinking with regard to the regulatory issues associated with a potential transaction. In fact, at the board's direction, our lawyers on March 28 asked for additional information in this regard, information which was never forthcoming. On April 15th, a meeting was held at Yahoo!'s request. At that meeting, which included our respective financial advisors, we made clear, once again, that we were open to a transaction with Microsoft. During those discussions, Yahoo! made a detailed presentation of its strategic and financial plan, its thoughts on integration and its view with respect to the potential synergies that could be achieved in a transaction, essentially laying the foundation for Microsoft to understand—and respond to—our board's conclusion that Microsoft's offer substantially undervalued the company. Following that meeting we also provided to Microsoft 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. Throughout this period, Microsoft continued to state that it would not raise its offer, and even suggested that it could lower it. Despite this failure by Microsoft to respond in any substantive way to any of Yahoo!'s requests, on May 2nd, the same day we first learned of Microsoft's apparent willingness to increase its proposal to $33 (although this oral "offer" was never delivered in writing and did not include details of a cash/stock mix), our board determined to continue discussions, instructing Jerry Yang to indicate to Microsoft that we would be prepared to enter into a transaction that valued Yahoo! at $37 per share and that provided reasonable certainty of value and certainty of closing. This was communicated to Microsoft in-person at a meeting in Seattle on May 3rd. With Microsoft's offer at $33 and Yahoo!'s counter-proposal at $37, Microsoft elected, within hours, to walk away from the negotiating table and informed us that they were "moving on," having never engaged further on price or any of the key non-price deal terms. 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. That brings us to today. Our business is performing well as evidenced by our first quarter results. As we have publicly stated, our board continues to actively and expeditiously explore strategic alternatives to maximize stockholder value. None of the alternatives we are considering would preclude us from entering into a transaction with Microsoft or any other party. We continue to believe that Yahoo!'s current board has the independence, the knowledge, and the commitment to navigate the Company through the rapidly changing Internet environment and to deliver value for Yahoo! and its stockholders. We look forward to a productive dialogue. Very truly yours, Roy Bostock(Photo by AP/Paul Sakuma) [lien] [EN]

Carl Icahn begins proxy bid for Yahoo

Yahoo, fresh off the Microsoft rollercoaster, is about to find itself in the midst of yet another takeover bid. Carl Icahn, the world’s 46th richest man, is about to begin a proxy bid for the internet giant. The mogul has nominated a board of 10 people to replace the current Yahoo board of advisers. In a letter to Yahoo’s current chairman Roy Bostock, Icahn takes the existing board to task for mishandling the Microsoft takeover bid, promising more efficient and successful management if his 10 member board is installed. Icahn goes on to promise a successful merger negotiation with Microsoft if his proxy bid is successful, which he hopes to execute during the Yahoo board’s planned July 3rd meeting. This is a bit of an unexpected move, but Icahn has consistently demonstrated a willingness to act aggressively and decisively, something Yahoo is currently in dire need of. Read [lien] [EN]

Carl Icahn purchases 50 million Yahoo shares, contemplates launching proxy contest [Acquisitions]

Yahoo might merge with Microsoft whether the CEOs of either company like it or not. Since the merger fell apart last week, corporate raider Carl Icahn has purchased as many as 50 million shares in the company and now he's "leaning toward launching a proxy contest in an effort to push Yahoo back to the negotiating table," a person familiar with the matter told the Wall Street Journal. Microsoft sources say they have not given Icahn assurance that the company will purchase Yahoo, even at a more favorable price. In 2007, Icahn purchased 8.5 percent of BEA Systems, not long before the company first rejected and then agreed to a merger with Oracle. [lien] [EN]

Meet the man Carl Icahn praised for fixing Yahoo: Terry Semel [Quotable]

How good is corporate raider Carl Icahn's grip on what's wrong with Yahoo? Two years ago, when Icahn complained to the Financial Times about inept executives at Time Warner, he asked why couldn't they be more like then-Yahoo CEO Terry Semel? Google, obviously, is one of the great success stories of all time, but Yahoo has done a great job with Terry Semel, who incidentally, they threw out of Time Warner. (Photoillustration by Jackson West; photo of Icahn by AP/Mark Lennihan) [lien] [EN]

Carl Icahn has already made $120 million from Microsoft-Yahoo, and you haven't [Jackpot]

Right after Microsoft withdrew its offer, Yahoo shares dropped to $20 and Carl Icahn snapped up 15 million shares. The next day, while Yahoo traded at $24 to $25, Icahn purchased another 15 million. He bought another 29 million or as Yahoo shares hovered around $25 to $26 per share. Icahn purchased the shares using options, so it wasn't obvious right away that a raid was in progress. Prices jumped $2, immediately putting Icahn in the black by at least $120 million. (Photo by AP/ho) [lien] [EN]

FTC gives Carl Icahn permission to acquire more Yahoo stock [Carl Icahn]

The Federal Trade Commission says corporate raider Carl Icahn should feel free to buy more large blocks of Yahoo shares. At last count, Icahn already owned 4.3 percent of Yahoo. Shareholders allied with his view on the Microsoft-Yahoo merger — that it should happen — now control at least 31 percent of the company. Too bad for them it seems less likely every day that Microsoft CEO Steve Ballmer — or really, chairman Bill Gates — wants to go back down that road. [lien] [EN]

Carl Icahn's $2.5 billion question [Yahoo Raid]

Details of Yahoo's poison-pill employee severance package, designed to deter a Microsoft aquisition, were revealed with the release of documents from the shareholder lawsuit pending in Delaware courts. Yahoo estimated the cost of post-acquisition layoffs as up to $2.1 billion; raider Carl Icahn, who's trying to force a sale to Microsoft, put the figure at $2.5 billion under the plan, according to the Wall Street Journal. Remarked Icahn, who thinks the details revealed will help him in his question to unseat Yahoo CEO Jerry Yang: How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone. (Photo by AP/Shiho Fukada) [lien] [EN]

Icahn: $2.5 billion Yahoo severance package a "doomsday machine" [Yahoo Raid]

Yahoo's "poison pill" severance package have corporate raider Carl Icahn twisted in knots. In his latest letter to Yahoo's board, he writes: Until now I naively believed that self-destructive doomsday machines were fictional devices found only in James Bond movies.I never believed that anyone would actually create and activate one in real life. I guess I never knew about Yang and the Yahoo Board. Icahn's full letter, addressed to Yahoo chairman Roy Bostock filed with the SEC, is copied below. Dear Mr. Bostock: I have long been cynical about the effectiveness of many of the boards and CEOs in this country and as a result the inability of our companies to compete. I have constantly complained about how far CEOs and boards will go in order to retain their jobs, yet even I am amazed at the length Jerry Yang and the Yahoo board have gone to in order to entrench their positions and keep shareholders from deciding if they wished to sell to Microsoft. According to details in a complaint that I became aware of yesterday (details Yahoo fought to keep under seal), Jerry Yang and a majority of the board went to inordinate lengths to sabotage a Microsoft bid. The complaint states: "Viewing employee retention as Microsoft's Achilles heel, Yang engineered an ingenious defense creating huge incentives for a massive employee walkout in the aftermath of a change in control. The plan gives each of Yahoo's 14,000 full-time employees the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover, by claiming a "substantive adverse alteration" in job duties or responsibilities." The damage to Microsoft "is compounded by the fact that Yahoo's thousands of engineers, known as "Technical Yahoos!," have detailed job responsibilities and qualifications." Most importantly, Microsoft might never be able to trust a CEO and board who, while claiming to be negotiating in good faith, went behind their back and adopted a "plan" which not only sabotages any Microsoft acquisition but went so far as to completely disable its own ability to rescind the "plan" as long as Microsoft's offer remains pending. Until now I naively believed that self-destructive doomsday machines were fictional devices found only in James Bond movies. I never believed that anyone would actually create and activate one in real life. I guess I never knew about Yang and the Yahoo Board. In my opinion, it will be extremely difficult for Microsoft or other companies to trust, work with and negotiate with a company that would go to these lengths. It is insulting to shareholders that Yahoo for the last month has told us that they are quite willing to negotiate a sale of the company to Microsoft and cannot understand why Microsoft has walked away. However, the board conveniently neglected to inform shareholders about the magnitude of the plan it installed which made it practically impossible for Microsoft to stay at the bargaining table. Could this have been the problem? Even more deceitful are Yahoo's actions toward its own employees, for whom you claimed to have set up the "plan". Management neglected to mention to these same employees that Microsoft in its proposals had earmarked $1.5 billion of retention incentives (representing over $100,000 per employee) meant to allay any employee concerns. Ironically, according to the complaint, this is not the first time that Yahoo has denied shareholders the opportunity of selling to Microsoft at a large premium. According to the complaint, in January 2007 Microsoft offered to purchase Yahoo at $40 per share but the company rejected that proposal. On January 31, 2008, Steve Ballmer emailed a letter to Jerry Yang and Roy Bostock making a new proposal of $31 per share. The letter recounts Microsoft's prior efforts to acquire Yahoo and noted that Microsoft had given Yahoo time to implement business strategies designed to turn the company around. These strategies obviously didn't work. The letter went on to state: "Our proposal represents a 62% premium above the closing price of Yahoo! common stock of $19.18 on January 31, 2008." Yahoo not only turned down this proposal but sabotaged it. An article in CNET News cited in the complaint sums it up by stating, "Yahoo may indeed agree to Microsoft's [offer], but it will be over Jerry Yang's dead body". I and many of your shareholders believe that the only way to salvage Yahoo in the long if not short run is to merge with Microsoft. However, because of HSR considerations, to complete a merger of this magnitude will take a period of time. Even if by some stretch of the imagination the Yahoo board finally determines to do the rational thing and sell the company, I fear that, in light of Yang and the board's recent actions in response to Microsoft's overtures, it may be too late to convince Microsoft to trust Yang and the current board to run the company during that period while Microsoft sits on the sidelines with $45 billion at risk. Therefore, the best chance to bring Microsoft and Yahoo together is to replace Yang and the current Yahoo board with a board that will negotiate in good faith with Microsoft and in whom Microsoft will have trust to operate the company during the long period between signing and closing. You stated in a press release yesterday that, "Yahoo's board of directors including Jerry Yang has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders." However this is not crystal clear to me. You have allegedly turned down a $40 offer. You have turned down and sabotaged a $33 offer. Instead, you appear willing to negotiate an "alternative" deal that in my opinion will be worth less than $33 but will entrench the board and Jerry Yang. I understand how these actions are in the best interests of management and a board whose members each receive $40,000 per month for several days work, but it is hard for me to understand how these actions are in the "best interests of the shareholders." However, despite your actions to date, there is still some possibility that you can resuscitate a Microsoft offer for the company. The board can rescind the "severance plan" that is the largest impediment to a Microsoft deal. You currently can do this because Microsoft withdrew their bid 30 days ago. It is time for you to stop misleading your shareholders with respect to Microsoft. It has been reported today that when asked to talk about the Microsoft bid, Sue Decker indicated that Microsoft made an offer which Yahoo's board didn't feel was at an attractive enough price. However, one doesn't have to be a rocket scientist to realize there is a simple method to possibly achieve a higher price. Simply rescind the poison pill "severance plan", which would free up approximately $2.4 billion and possibly even more which could be added to the bid. It is also time to admit to your shareholders that the severance plan was not done for your employees (who you conveniently neglected to inform that Microsoft had earmarked $1.5 billion in retention incentives for), but rather was done simply as an entrenchment device and to impede a Microsoft bid. If you are not completely disingenuous in your protestations concerning doing "the right thing" for shareholders, you should rescind the severance plan expeditiously and determine if Microsoft is still willing to purchase our company and thereby create a true competitor for Google. I can only hope that you will finally do what is in the "best interests of the shareholders." Sincerely yours, CARL C. ICAHN [lien] [EN]