The beat goes on
Shareholder activist Carl Icahn today published a letter addressed to Yahoo! Chairman Roy Bostock that speaks for itself:
“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 letter concludes:
“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.”
It’s unclear whether there was any formal cooperation from Microsoft in this, but Icahn must at least believe that Microsoft is still willing to do business at the level of its last offer.
Over the past 10 days the Yahoo! share price has been in the $25-$26 range, so even if Microsoft retreated to its original offer of $31 and Icahn paid $26, that’s still a cool fiver a share profit for doing Microsoft’s dirty-work.
This might end up being the easiest $300 million or so Icahn has ever earned and if the FTC plays ball he’s looking at more like double that. Nice.
