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Yahoo! vs Icahn: War of words
As investor limbers up for proxy fight

By Reuters

Published: Thursday 05 June 2008

Yahoo! said on Wednesday that deal talks are ongoing with Microsoft as the company resisted an attack by billionaire critic Carl Icahn, who called its recent actions "deceitful".

Yahoo! president Susan Decker trumpeted new ad partnerships with Wal-Mart Stores and others as Icahn, an activist investor, stepped up pressure on Yahoo! over its rebuff of Microsoft's $47.5bn buyout offer.

She said some form of deal with Microsoft could still come about, sending Yahoo! shares up 2.7 per cent for the day, despite Icahn's later blistering attack on Chief Executive Jerry Yang's leadership at Yahoo!.

In an invective-filled letter to Yahoo, Icahn used terms like "deceitful", "self-destructive", "misleading" and "insulting to shareholders" for moves by Yang and the board to retain employees in a severance plan likely to make a deal with Microsoft more costly.

He called on Yahoo! to rescind anti-takeover defences and merge with Microsoft, writing "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".

Yahoo! fired back, in kind, saying Icahn's attack on the company "seriously misrepresents and manipulates the facts" regarding dealings between Microsoft and Yahoo! and that it relied on allegations from an error-filled lawsuit.

The company labelled as "patently untrue" key assertions contained in the complaint filed by lawyers for two US pension funds who seek to unwind its anti-takeover defences in order to force Yahoo! to accept a full Microsoft merger deal.

Yahoo! chairman Roy Bostock said in a reply to Icahn: "Notably, you accuse us of turning down a $40 per share offer and 'sabotaging' a $33 per share offer."

Icahn's criticisms stem from arguments made in a legal complaint attacking Yahoo! that was unsealed this week and which purports to shed light on Yahoo's long resistance to Microsoft's entreaties. That suit refers to media reports that assert Yahoo! rejected a $40-per-share Microsoft merger offer in early 2007 and to a $33-per-share verbal offer Microsoft has said it made early last month that was again rebuffed by Yahoo!.

Icahn has proposed an alternate board ahead of Yahoo!'s annual meeting on 1 August. He told cable business channel CNBC later on Wednesday that "we have good odds" in the Yahoo! proxy battle and said an alternate deal in which Microsoft would buy only parts of the company would not serve shareholders.