"In your press release from Friday, you stated again that I do not have a credible plan for Yahoo. Did you even bother to read my letter, which went into great detail on what measures I would ask the new board to take? Ironically, while you keep inquiring about my plans, it is interesting to note that Yahoo's board has been busy reaping great compensation benefits. Indeed, you made approximately $10,000 per week last year -- not bad for a board member. I believe most of your shareholders would be interested in seeing your time sheets -- especially in light of the fact that, in my estimation, most of your so-called 'plans' over the last few years have been failures," Icahn wrote.
Icahn also reiterates his call for removing Yahoo co-founder Jerry Yang as CEO and returning his "Chief Yahoo" title, so that the company can hire "a talented and experienced" replacement, offering Google CEO Eric Schmidt as a model.
Meanwhile, Yang and Bostock reiterate in the proxy statement that they have "at all times been open to a transaction with Microsoft," as long as it offers shareholders "full and certain value."
Yang and directors engaged in "serious discussions with Microsoft," including many in-person meetings, but all along felt that Microsoft wasn't willing to pay a fair price for Yahoo, according to the proxy statement.
Moreover, putting Icahn and his slate on the Yahoo board will ultimately result in the loss of shareholder value, because Icahn "has no credible plan except to sell the company to Microsoft -- despite the fact that Microsoft has publicly indicated that it has no current interest in such a transaction," Yang and Bostock wrote.
"The future of Yahoo! and the value of your investment are in your hands," they added.
On Monday of last week, the partially censored complaint in a class-action shareholder lawsuit against Yahoo was released in its unedited form following the judge's decision.
That complaint, filed in Delaware Chancery Court in February on behalf of shareholders the Police & Fire Retirement System and General Retirement System of Detroit, is full of angry allegations, copies of internal Yahoo documents, and accounts of what plaintiffs characterize as Yahoo's bad-faith maneuvers toward Microsoft.
Specifically, the document goes into great detail about the crafting of the severance plan to support the plaintiffs' allegations that the plan was put in place solely as a "poison pill" technique to drive Microsoft away. After reading the unedited complaint, Icahn fired off his first letter last Wednesday to Bostock.
Microsoft announced its unsolicited offer to buy Yahoo on Feb. 1 -- a $44.6 billion cash-and-stock deal that offered shareholders a 62 percent premium over Yahoo's stock price the day before. Yahoo's board rejected that offer, saying it undervalued the company, and Microsoft later increased it to $47.5 billion, but Microsoft eventually walked away from the negotiations on May 3 after the two sides failed to agree on a price.
After Microsoft withdrew its offer, several large Yahoo institutional investors publicly criticized Yang and the board for, in their view, not negotiating in good faith and failing to look out for shareholders' best interests.
Yang and other Yahoo executives responded by saying that they were open to negotiating further but that Microsoft unexpectedly walked away without ever putting its last offer in writing.
Then Icahn got into the picture, acquiring a significant amount of Yahoo stock and readying his proxy fight in order to reignite merger negotiations.
However, Microsoft officials have indicated that the company isn't interested in buying all of Yahoo anymore.
Microsoft did acknowledge on May 18 that it has approached Yahoo with a proposal to enter into a more limited partnership or deal, which many observers believe likely involves Yahoo's search advertising business.
This story was updated on June 9, 2008.
This whitepaper explains the terminology and concepts behind Data Replication technologies and establishes some sizing rules through worked examples. Learn the new paradigm in disaster tolerance—protect data anywhere.
Download now »
Server virtualization is a popular option for dealing with mounting datacenter costs. Another equally promising approach is the use of an Application Delivery Controller. Citrix NetScaler provides a low-cost way for organizations to reduce their server count and accrue cost savings from a reduction in space, cooling, power and personnel.
Download now »
The emergence of WLANs has created a new breed of security threats to enterprise networks.
Included in HP ProCurve WLAN solutions is security technology that alleviates threats from WLANs through:
* Monitoring wireless activity inside and out of the enterprise
* Classifying WLAN transmissions into harmful and harmless
* Preventing transmissions that pose a security threat to the enterprise network
* Locating participating devices for physical remediation
Effectively address data protection challenges, implementing solutions that help store and protect business–critical data while cutting costs and improving efficiency and reliability.
Download now »
Sign up to receive InfoWorld Resource Alerts
Recommend This
