Tag Archives: Icahn Capital LP
Fate Of Yahoo! Board Set For August 1
 
Yesterday, executives at Yahoo! Inc. (NASDAQ:YHOO) met to determine the date for the annual shareholder meeting. The date will be August 1 in Silicon Valley. American billionaire and major Yahoo! shareholder Carl Icahn will most likely be the center around the meeting due to his pursuitment of a new Yahoo! Board.Â
Carl Icahn indicated that if the proxy battle of the Yahoo! Board was successful, Jerry Yang would not be running the company. “It’s no longer a mystery to me why Microsoft’s offer isn’t around,” stated Icahn. “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?”
The Yahoo! Board responded to this accusation by saying: “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.”
Information Source:
[1] Reuters Yahoo sets date for annual meeting showdown
Yahoo! decided this date after postponing the annual shareholder meeting twice. Below is the timeline of the events:
June 2007: Former Yahoo! CEO, Terry Semel Resigns, Jerry Yang steps up.
July 2007: Yang makes a 100 day plan to get Yahoo! off the ground again.
February 1, 2008: Microsoft makes an unsolicited offer to Yahoo! for $44.6 billion.
February 9, 2008: Yahoo! passes on Microsoft offer.
February 11, 2008: Rumor is that Yahoo! may merge with AOL.
February 12, 2008: Microsoft CEO, Steve Ballmer sends a letter to Yahoo! “Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.â€
February 13, 2008: Layoff notices are given at Yahoo! Ryan Kuder Twitters the entire event.
April 4, 2008: Rumors begin to appear that Microsoft is deciding to pull the offer.
April 5, 2008: Microsoft sends a letter to Yahoo! stating that they may work out a separate deal with shareholders if a decision isn’t made.
April 7, 2008: Yahoo! Announces their AMP! advertising platform and stated that they want more money from Microsoft.
April 9, 2008: Yahoo! states that they may be interested in an ad outsourcing deal with Google.
April 10, 2008: Rumors appear that News Corp. AOL, and Google all want to arrange deals with Yahoo!
April 12, 2008: Capital Research & Management invests $2 billion more in Yahoo! shares giving them ownership of $6 billion worth of the company.
April 30, 2008: Rumor appears Microsoft increases the amount that they’re willing to spend.
May 4, 2008: Microsoft walks away from the negotiation table after YahoO! demands too much of a high price for Microsoft.
May 4, 2008: Yahoo! responds by saying that through this experience, Yahoo! emerged as a stronger, more focused company.
May 7, 2008: Yahoo! & Google become more serious about Google Ads appearing on Yahoo!
May 14, 2008: Major Yahoo! shareholder, Carl Icahn steps in and calls the Yahoo! Board irrational.
May 20, 2008: Microsoft makes an offer to buy Yahoo!’s Search Advertising Business for an undisclosed amount.
May 23, 2008: Yahoo! Director, Edward Kozel resigns to “spend more time with family.â€
May 23, 2008: Yahoo! postpones shareholder meeting for the second time.
May 28, 2008: Jerry Yang claims company isn’t under siege and Microsoft is no longer interested in buying out the whole company at All Things D conference.
May 30, 2008: FTC officially approves Icahn’s large purchases of Yahoo! stock.
June 2, 2008: Yahoo! court documents state that Yahoo! was planning to turn down a deal with Google one day before the Microsoft bid.
June 3, 2008: Carl Icahn indicates if proxy battle is successful, he’d want Jerry Yang out of CEO position.
June 4, 2008: Yahoo! Board decides annual shareholder meeting date to be held on August 1.
If Icahn Wins The Proxy Battle, He’d Want Jerry Yang Out of CEO Spot
 
“I’m very cynical about many of the boards and CEO’s in this country, but even I am amazed at the lengths that Jerry Yang and the board went to entrench themselves in this situation.”
-Carl Icahn
Last month American billionaire, Carl Icahn sent a letter to Yahoo! stating who should be running the yahoo! Board of Directors. Icahn followed up in an interview today in regards to the confidential company documents that became public in court yesterday that if the proxy takeover of the company’s board was successful, he’d want Yang out.
“It’s no longer a mystery to me why Microsoft’s offer isn’t around,” stated Icahn, according to the WSJ . “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?” Icahn plans to send another letter out soon about his opinions of Jerry Yang’s leadership.
Below is a video of MarketWatch’s Paul Lin interviewing S&P analyst, Scott Kesseler regarding the situation:
Yahoo! In Response to Icahn’s accusations:
“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,” stated a Yahoo! spokesman. “Mr. Icahn’s assertions ignore this clear factual record.”
Part of the reasoning why Yahoo! wanted more money was because they built in a severance plan in order to retain some of the industry’s top talent at Yahoo! These severance plans could have added $432-$2 billion to the cost of what Yahoo! was looking for out of the Microsoft bid. Microsoft pulled away because of what Yahoo! was asking for.
The Detroit Police & Fire Retirement System and the Detroit General Retirement System filed to have these documents disclosed when filing a lawsuit against Yahoo!
Also check out the notes on ValleyWag with Steve Ballmer’s notes from the January 31st call that Steve Ballmer made to Jerry Yang.
Below is a timeline of occurence events in the Microsoft-Yahoo! saga:
June 2007: Former Yahoo! CEO, Terry Semel Resigns, Jerry Yang steps up
July 2007: Yang makes a 100 day plan to get Yahoo! off the ground again
February 1, 2008: Microsoft makes an unsolicited offer to Yahoo! for $44.6 billion
February 9, 2008: Yahoo! passes on Microsoft offer
February 11, 2008: Rumor is that Yahoo! may merge with AOL
February 12, 2008: Microsoft CEO, Steve Ballmer sends a letter to Yahoo! “Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.â€
February 13, 2008: Layoff notices are given at Yahoo! Ryan Kuder Twitters the entire event
April 4, 2008: Rumors begin to appear that Microsoft is deciding to pull the offer
April 5, 2008: Microsoft sends a letter to Yahoo! stating that they may work out a separate deal with shareholders if a decision isn’t made.
April 7, 2008: Yahoo! Announces their AMP! advertising platform and stated that they want more money from Microsoft
April 9, 2008: Yahoo! states that they may be interested in an ad outsourcing deal with GoogleÂ
April 10, 2008: Rumors appear that News Corp. AOL, and Google all want to arrange deals with Yahoo!
April 12, 2008: Capital Research & Management invests $2 billion more in Yahoo! shares giving them ownership of $6 billion worth of the company
April 30, 2008: Rumor appears Microsoft increases the amount that they’re willing to spend
May 4, 2008: Microsoft walks away from the negotiation table after YahoO! demands too much of a high price for Microsoft
May 4, 2008: Yahoo! responds by saying that through this experience, Yahoo! emerged as a stronger, more focused company
May 7, 2008: Yahoo! & Google become more serious about Google Ads appearing on Yahoo!
May 14, 2008: Major Yahoo! shareholder, Carl Icahn steps in and calls the Yahoo! Board irrational
May 20, 2008: Microsoft makes an offer to buy Yahoo!’s Search Advertising Business for an undisclosed amount
May 23, 2008: Yahoo! Director, Edward Kozel resigns to “spend more time with familyâ€
May 23, 2008: Yahoo! postpones shareholder meeting for the second time
May 28, 2008: Jerry Yang claims company isn’t under siege and Microsoft is no longer interested in buying out the whole company at All Things D conference
May 30, 2008: FTC officially approves Icahn’s large purchases of Yahoo! stock.
June 2, 2008: Yahoo! court documents state that Yahoo! was planning to turn down a deal with Google one day before the Microsoft bid.
June 3, 2008: Carl Icahn indicates if proxy battle is successful, he’d want Jerry Yang out of CEO position
Report Indicates Yahoo! Was Planning To Turn Down Google Ad Outsourcing, One Day Before The Microsoft Bid
 
According to court documents that were made public yesterday from Yahoo! Inc. (NASDAQ:YHOO), the search engine company actually planned on turning down an outsourcing deal with Google the day before Microsoft made a bid to acquire Yahoo! The document was created during an internal meeting on January 30, the day before Microsoft Corporation (NASDAQ:MSFT) made their bid.Â
The court document stated, “We are focused on long-term value creation rather than short-term gains.” Another portion of the court document stated “Short-term analysis of the revenue potential of outsourcing monetization may not take into account the longer term impact on the competitive market if search becomes an effective monopoly.”
This position made by Yahoo! was brought to attention when two Michigan pension funds sued Yahoo! for their refusal of the Microsoft bid.
On April 7, Yahoo! announced that they are creating an advertising platform called AMP!, which allows Yahoo! advertising partners to buy ad space on Yahoo! properties. Then on April 9, Yahoo! announced that they were interested in an advertising partnership with Google Inc. (NASDAQ:GOOG).Â
Yahoo! stated that they were disappointed with the regarding the Delaware Chancery Court’s ruling to possibly make the company’s confidential documents public. However, Yahoo! believes that it will not have much affect in the outcome of the case.
Information Source:
[1] Reuters: Yahoo opposed Google deal before Microsoft bid
Below is a timeline of occurence events in the Microsoft-Yahoo! saga:
June 2007: Former Yahoo! CEO, Terry Semel Resigns, Jerry Yang steps up
July 2007: Yang makes a 100 day plan to get Yahoo! off the ground again
February 1, 2008: Microsoft makes an unsolicited offer to Yahoo! for $44.6 billion
February 9, 2008: Yahoo! passes on Microsoft offer
February 11, 2008: Rumor is that Yahoo! may merge with AOL
February 12, 2008: Microsoft CEO, Steve Ballmer sends a letter to Yahoo! “Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.â€
February 13, 2008: Layoff notices are given at Yahoo! Ryan Kuder Twitters the entire event
April 4, 2008: Rumors begin to appear that Microsoft is deciding to pull the offer
April 5, 2008: Microsoft sends a letter to Yahoo! stating that they may work out a separate deal with shareholders if a decision isn’t made.
April 7, 2008: Yahoo! Announces their AMP! advertising platform and stated that they want more money from Microsoft
April 9, 2008: Yahoo! states that they may be interested in an ad outsourcing deal with GoogleÂ
April 10, 2008: Rumors appear that News Corp. AOL, and Google all want to arrange deals with Yahoo!
April 12, 2008: Capital Research & Management invests $2 billion more in Yahoo! shares giving them ownership of $6 billion worth of the company
April 30, 2008: Rumor appears Microsoft increases the amount that they’re willing to spend
May 4, 2008: Microsoft walks away from the negotiation table after YahoO! demands too much of a high price for Microsoft
May 4, 2008: Yahoo! responds by saying that through this experience, Yahoo! emerged as a stronger, more focused company
May 7, 2008: Yahoo! & Google become more serious about Google Ads appearing on Yahoo!
May 14, 2008: Major Yahoo! shareholder, Carl Icahn steps in and calls the Yahoo! Board irrational
May 20, 2008: Microsoft makes an offer to buy Yahoo!’s Search Advertising Business for an undisclosed amount
May 23, 2008: Yahoo! Director, Edward Kozel resigns to “spend more time with familyâ€
May 23, 2008: Yahoo! postpones shareholder meeting for the second time
May 28, 2008: Jerry Yang claims company isn’t under siege and Microsoft is no longer interested in buying out the whole company at All Things D conference
May 30, 2008: FTC officially approves Icahn’s large purchases of Yahoo! stock.
June 2, 2008: Yahoo! court documents state that Yahoo! was planning to turn down a deal with Google one day before the Microsoft bid.
Carl Icahn Gets The Green Light From The FTC Regarding Large Yahoo! Stock Purchases
 
American billionaire, Carl Icahn has received the green light from the Federal Trade Commission (FTC) regarding his mass purchase of Yahoo! stock. The FTC often reviews large stock purchases to ensure that anti-trust regulations have not been violated.Â
Last month, Icahn wrote several letters in the form of press releases regarding the way that the Yahoo! Board of Directors handled the Microsoft acquisition bid. One of the letters contained a list of a new Board of Directors that would be a good fit for Yahoo! Inc. Â
At the end of January 2008, Microsoft made an offer at $44.6 billion for Yahoo! and then upped it to $47.5 billion. When Yahoo! stated that they wanted more, Microsoft walked away.  Below is a timeline of the events.
June 2007: Former Yahoo! CEO, Terry Semel Resigns, Jerry Yang steps up
July 2007: Yang makes a 100 day plan to get Yahoo! off the ground again
February 1, 2008: Microsoft makes an unsolicited offer to Yahoo! for $44.6 billion
February 9, 2008: Yahoo! passes on Microsoft offer
February 11, 2008: Rumor is that Yahoo! may merge with AOL
February 12, 2008: Microsoft CEO, Steve Ballmer sends a letter to Yahoo! “Microsoft reserves the right to pursue all necessary steps to ensure that Yahoo!’s shareholders are provided with the opportunity to realize the value inherent in our proposal.â€
February 13, 2008: Layoff notices are given at Yahoo! Ryan Kuder Twitters the entire event
April 4, 2008: Rumors begin to appear that Microsoft is deciding to pull the offer
April 5, 2008: Microsoft sends a letter to Yahoo! stating that they may work out a separate deal with shareholders if a decision isn’t made.
April 7, 2008: Yahoo! Announces their AMP! advertising platform and stated that they want more money from Microsoft
April 10, 2008: Rumors appear that News Corp. AOL, and Google all want to arrange deals with Yahoo!
April 12, 2008: Capital Research & Management invests $2 billion more in Yahoo! shares giving them ownership of $6 billion worth of the company
April 30, 2008: Rumor appears Microsoft increases the amount that they’re willing to spend
May 4, 2008: Microsoft walks away from the negotiation table after YahoO! demands too much of a high price for Microsoft
May 4, 2008: Yahoo! responds by saying that through this experience, Yahoo! emerged as a stronger, more focused company
May 7, 2008: Yahoo! & Google become more serious about Google Ads appearing on Yahoo!
May 14, 2008: Major Yahoo! shareholder, Carl Icahn steps in and calls the Yahoo! Board irrational
May 20, 2008: Microsoft makes an offer to buy Yahoo!’s Search Advertising Business for an undisclosed amount
May 23, 2008: Yahoo! Director, Edward Kozel resigns to “spend more time with familyâ€
May 23, 2008: Yahoo! postpones shareholder meeting for the second time
May 28, 2008: Jerry Yang claims company isn’t under siege and Microsoft is no longer interested in buying out the whole company at All Things D conference
May 30, 2008: FTC officially approves Icahn’s large purchases of Yahoo! stock.
Microsoft Proposes To Acquire Yahoo’s Search Advertising Business
 
It has been about 5 days since Carl Icahn, major shareholder of Yahoo! and American billionaire and Roy Bostock, Chairman of Yahoo! sent letters to each other about who should be running the search engine company. Icahn seems to have a high interest in having Yahoo! acquired by Microsoft or having a different Board of Directors run Yahoo!Â
Yahoo! has looked at having alternatives to an acquisition such as advertising revenue sharing partnership with Google. However, analysts fear that the partnership with Google will not generate enough revenue to keep Yahoo! afloat. On May 3, Microsoft decided to walk away from the deal, but yesterday Microsoft found themselves pulled into making a different deal.
Microsoft’s proposal is to buy Yahoo!’s search advertising unit for an undisclosed price. The proposal also mentions that Yahoo! would sell off it’s holding assets in Asia and Microsoft would acquire a minority stake in Yahoo! These are similar deals that Microsoft struck with Digg and Facebook.
Sandeep Aggarwal, an Internet analyst at Collins Stewart LLC estimated that Yahoo!’s search advertising unit is valuated at $21 billion. Yahoo!’s assets in Asia are valuated at roughly $10 billion.Â
Yahoo! is mulling over the Google advertising sharing deal and the Microsoft acquisition deal. When a response is made, Pulse 2.0 will have the news covered.
Icahn Calls Yahoo! Board Irresponsible & Suggests Alternate Directors; Yahoo! Says Icahn Misunderstood The Microsoft Proposal

This morning American billionaire and a major Yahoo! shareholder sent a letter to Yahoo! saying that their board of directors was acting irrationally.  The letter relates to the bid that Microsoft made for Yahoo! Microsoft told the Yahoo! Board that they wanted to acquire Yahoo! for $33 per share.  However, Yahoo! was asking for more.  Below is the letter Icahn wrote and it includes an alternative slate of directors that could serve as Yahoo!’s board if they decide not to pursue the Microsoft opportunity. Â
I’d say that the biggest takeaway from Yahoo!’s letter is that Roy Bostock said that the $33 per share offer was never put in writing, it was only an oral offer. Â Bostock also mentioned that Microsoft walked away from the negotiation table when Yahoo! said it was interested in an offer at $37 offer per share.
Such are the trials and tribulations of being a public company. Â When shareholders get involved, things tend to get messier. Â Stay tuned to Pulse 2.0 for additional details on the Microsoft-Yahoo! saga.