ArticleSnatch Blog

You are browsing the archives of Carl Icahn.

Yahoo has nominated 9 of the 10 current board members for re-election this July. But the shareholders meeting has been postponed. Originally scheduled for July 3, the meeting is now expected to occur in late July.

Who the delay ultimately ends up helping remains to be seen. On the one hand, the delay could help Carl Icahn in his proxy board fight. Or the time could help the current board negotiate a deal with Microsoft or an ad deal with Google.

In order for that to happen, Jerry Yang will need to cooperate. Kara Swisher is reporting that Yang is no longer going it alone in negotiations. Roy Bostock, Yahoo’s Chairman, is assuring shareholders that “others” including independent directors to make sure the renewed talks with Microsoft go a little better.

But at least one current board member is trading in the drama for a more peaceful life. Edward Kozel is retiring from the board to spend more time with his family. He will not be replaced. Yahoo is only nominating the remaining 9 members.

Microsoft (MSFT) released a statement on Sunday that it has made an alternative offer to Yahoo (YHOO) that wouldn’t entail a full acquisition. In the unexpected move, Microsoft would be acting as something of a white knight, saving Yahoo from fighting a proxy battle with billionaire investor Carl Icahn.

Microsoft Corp. today issued the following statement:

“In light of developments since the withdrawal of the Microsoft proposal to acquire Yahoo! Inc., Microsoft announced that it is continuing to explore and pursue its alternatives to improve and expand its online services and advertising business. Microsoft is considering and has raised with Yahoo! an alternative that would involve a transaction with Yahoo! but not an acquisition of all of Yahoo! Microsoft is not proposing to make a new bid to acquire all of Yahoo! at this time, but reserves the right to reconsider that alternative depending on future developments and discussions that may take place with Yahoo! or discussions with shareholders of Yahoo! or Microsoft or with other third parties.

“There of course can be no assurance that any transaction will result from these discussions.”

Although Microsoft isn’t making a new bid to buy Yahoo, the Redmond giant “reserves the right to reconsider that alternative” depending on discussions with Yahoo, shareholders of Yahoo or Microsoft, or other third parties.

Icahn on Thursday named an alternative board to replace Yahoo’s board with directors to reopen talks with Microsoft. In inimitable Icahn style, he claimed Yahoo had “acted irrationally” in refusing Microsoft’s $47.5 billion (24.3 billion pound) bid.

Reuters reported that Microsoft had not held discussions with Icahn about Yahoo.

The exact nature of the deal has not been revealed by either party.

Yahoo’s Chairman of the Board Roy Bostock fired back a reply, on behalf of the beleaguered board members Carl Icahn has been trying to replace, stating Icahn had a “significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal”.

Icahn had sent an open letter to the board informing them of his intended proxy fight, Kevin Newcomb reported earlier today.

Read Bostock’s letter after the jump:

Click to read the rest of this post…

Yahoo has confirmed that billionaire investor Carl Icahn has initiated a proxy fight via an open letter to Yahoo’s board of directors notifying them of his intention to replace the existing board with his own slate of directors.

The proposed board includes: Harvard Law Professor Lucian Bebchuk; Frank J. Biondi, Jr., senior managing director of WaterView Advisors; John Chapple, president of Hawkeye Investments; investor and NBA team owner Mark Cuban; Adam Dell, managing general partner of Impact Venture Partners; Carl Icahn; Keith Meister, principal executive officer and vice chairman of the board of Icahn Enterprises G.P.; Edward H. Meyer, chairman, CEO and chief investment officer of Ocean Road Advisors; private investor Brian S. Posner; and Robert Shaye, co-chairman and co-CEO of New Line Cinema.

The full text of Icahn’s letter is after the jump.

Click to read the rest of this post…

Yahoo may need to fight off Carl Icahn Syndrome by Proxy today.

Munchausen syndrome by proxy (MSP) is a type of factitious disorder which appears strikingly similar to the Icahn strategy. MSP is a mental illness where a person acts as if an individual he’s caring for has a physical or mental illness when the person is not really sick.

Is Yahoo sick? No. That won’t stop dissident investors, though, from acting as if the company is.

Billionaire investor Carl Icahn, who’s invested more than a billion dollars in Yahoo, will initiate a proxy contest to oust Yahoo Inc.’s board of directors, according to the WSJ, a move designed to jumpstart the stalled MicroHoo merger.

Icahn (pictured here in a conservative blue suit) hasn’t won every proxy war he’s waged: Marvel Comics, for example, stands out as a success story after the superhero company defeated Icahn and his minions.

People with MSP assume the role of a sick person indirectly by lying about illness in another person under their care. We’re not calling Icahn a liar but we don’t think the Yahoo board is crazy for declining the Microsoft takeover bid.

In a proxy battle, Icahn would nominate 10 directors to replace Yahoo’s board before today’s deadline. The new slate of directors is said to include former Viacom Inc. CEO Frank Biondi, an Icahn proxy war ally.

Of course, the reason for the proxy battle differs from Munchausen Syndrome by Proxy, which is not done to achieve a concrete benefit, such as financial gain. For Icahn, it’s all about the Benjamins. In Sunnyvale, he’ll be known as the Yahooligan.

Like Baron von Munchausen, who rode a cannonball behind enemy lines then rode one back when he decided it wasn’t such a good idea, Icahn can enter enemy territory without suffering a scratch from Microsoft or Yahoo. His proxy board will wage the war for him.

Icahn has some big wins under his belt: he spurred Motorola’s decision to spin off its mobile phone business in March. He has also led a campaign by video-store chain Blockbuster to purchase electronics retailer Circuit City Stores.

If that deal doesn’t go through, Icahn has stated he’ll buy Circuit City.

No word on whether he’d buy Yahoo.

A 25 percent premium for BEA in an all-cash offer from Oracle elicited a mild chuckle from BEA’s VP of business planning and development, William Klein.$6.66 billion won’t be enough to yank BEA into the Oracle fold. After Oracle made an offer to BEA today, Klein responded with a polite letter that likely concealed a [...]

News Corp’s hostile $5 billion offer for publisher Dow Jones may spur a bidding war, and Google’s name has been invoked alongside other potential bidders.If it’s a matter of who can afford a ten-figure price tag for Dow Jones, publisher of the Wall Street Journal, why not mention Microsoft as well? Steve Ballmer could put [...]