Carl Icahn's letter to Yahoo's board
In an open letter Thursday to Yahoo chairman Roy Bostock, the billionaire investor said he is launching a proxy fight seeking to replace the Internet company's entire 10-member board.
NEW YORK -- The following is the text of a letter from Carl Icahn to Yahoo's board of directors, announcing he plans to launch a proxy fight:
Dear Mr. Bostock:
It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. It is quite obvious that Microsoft's bid of $33 per share is a superior alternative to Yahoo's prospects on a standalone basis. I am perplexed by the board's actions. It is irresponsible to hide behind management's more than overly optimistic financial forecasts. It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo's closing price of $19.18 on the day before the initial Microsoft offer. I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet.
During the past week, a number of shareholders have asked me to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft, something that in my opinion the current board has completely botched. I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies. I have therefore taken the following actions: (1) during the last 10 days, I have purchased approximately 59 million shares and share-equivalents of Yahoo; (2) I have formed a 10-person slate which will stand for election against the current board; and (3) I have sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo stock. The biographies of the members of our slate are attached to this letter. A more formal notification is being delivered today to Yahoo under separate cover.
While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger, I am concerned that in several recent press releases you stated that you intend to pursue certain "strategic alternatives". I therefore hope and trust that if there is any question that these "strategic alternatives" might in any way impede a future Microsoft merger you will at the very least allow shareholders to opine on them before embarking on such a transaction.
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.
The retail giant tops the Fortune 500 for the second year in a row. Who else made the list? More
This group of companies is all about social networking to connect with their customers. More
The fight over the cholesterol medication is keeping a generic version from hitting the market. More
Bin Laden may be dead, but the terrorist group he led doesn't need his money. More
U.S. real estate might be a mess, but in other parts of the world, home prices are jumping. More
Libya's output is a fraction of global production, but it's crucial to the nation's economy. More
Once rates start to rise, things could get ugly fast for our neighbors to the north. More