Icahn escalates war of words with Yahoo

Computerworld - Billionaire investor Carl Icahn fired off a second open letter to Yahoo Inc. today, saying the company should offer to sell to Microsoft Corp. for $34.375 a share.

Icahn said if he succeeds in his proxy battle to remove the Internet company's current board of directors, he will cut off talks with Microsoft about alternative transactions if the software maker can't guarantee that investors will get at least $33 per share.

In addition, Icahn reiterated his plans to:

• Remove Jerry Yang as the company's CEO and hire a "talented and experienced CEO."
• Work to replace the current "poison pill" severance plan with an acceptable alternative.
• Offer to publicly sell the company to Microsoft in a friendly and cooperative transaction.
• Make a new deal with Google Inc. if Microsoft declines to make a proposal, but only if that deal can be terminated if Microsoft offers to buy Yahoo in the future. Google and Yahoo had been engaged in a test whereby Yahoo delivered relevant Web advertising from Google alongside its own search results. There has been no indication that the two companies have extended the test.

Icahn's latest missive appears to be aimed at getting Yang to resign if the Yahoo CEO can't arrange a deal with Microsoft.

Yahoo, however, has not taken kindly to Icahn's plans. "Leaving aside Mr. Icahn's inaccurate interpretation of our retention plan, we again note that he has no credible plan to operate Yahoo," Yahoo said in a statement today. "We believe that Mr. Icahn's suggestion that we cancel our retention plan would have a destabilizing impact on Yahoo and would clearly not be in the best interests of our shareholders. Furthermore, his suggestion that we put out a price publicly to see if Microsoft will alter its stated position is ill-advised. As we have stated numerous times publicly and privately, we are open to any transaction, including a sale to Microsoft if it is in the best interests of shareholders."

Icahn has been publicly chastising Yahoo and its board since early this week when information in a shareholders' lawsuit was revealed. The lawsuit was brought against Yahoo for not taking Microsoft's initial $44.6 billion acquisition deal.

The plaintiffs in the lawsuit allege that directors and top managers, including Yang, tried to derail Microsoft's efforts to negotiate a mutually beneficial acquisition agreement. They claim that Yang "used that power to delay, to refuse to negotiate in good faith and to erect roadblocks," according to the complaint. The plaintiffs take particular issue with Yahoo's decision to change employee severance plans. The severance plan, according to the complaint, rewards employees "with rich benefits" if they quit as a result of Yahoo getting acquired.