Bare-knuckle Fight for Yahoo! is Just Starting

For a moment everything was calm at the trenches between Yahoo and Microsoft. Steve Ballmer set an about face and disappeared into the sunset.

Now Yahoo is back into the limelight and bucketfuls of digital ink are being used to fill zillions of computer screens. What is going on?

Well, yesterday American billionaire, financier, corporate raider, and private equity investor Carl Icahn; threatened to take control of Yahoo’s board and force it back to the negotiating table with Microsoft.

In a letter to Yahoo made public earlier yesterday, Icahn said he planned to nominate 10 candidates to replace the incumbent directors on Yahoo’s board. He argued that Yahoo was wrong to reject Microsoft’s offer to buy the company for $33 per share, and said he hopes to install a new board at Yahoo’s shareholder meeting in July that will resume talks with Microsoft.

In an effort to force Yahoo! to negotiate a deal with Microsoft, Icahn has taken the following actions:

1. During the last 10 days, he has purchased approximately 59 million shares and share-equivalents of Yahoo.
2. He has formed a 10-person slate which will stand for election against the current board.
3. He has sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo! stock.

Later in the day Yahoo! released its response to Icahn, signed by board chairman Roy Bostock. Bostock said Icahn’s proposal showed “a significant misunderstanding” of how it handled Microsoft’s offer, and argued that Yahoo’s current board remains “the best and most qualified group” to handle its affairs.

“Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal,” Bostock fired back.

“A fair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board, comprised of nine independent directors along with Yahoo CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo stockholders.”

Roy Bostock also pointed out that Microsoft had withdrawn its offer to buy the company, and that currently there was no other bid on the table.

As you can see, two formidable trains have collided and the ripple effect is yet to come. It’s interesting to see how this financial saga develops. Meanwhile, take care and enjoy yourself!