San Francisco — Software major Microsoft Corp. and dissident investor Carl Icahn on Monday signaled that it is ready to resume negotiations with Yahoo only if Yahoo shareholders elect a new board at the company’s upcoming meeting, possibly paving the way for a purchase of the Internet Company in its entirety or just its search assets.
“Rogue investor Carl Icahn is attempting to throw out the current Yahoo board and install a slate of his own choosing. He wants the company sold.”
Microsoft, which terminated months-long talks in early May to acquire the Internet company for $US47.5 billion ($49.7 billion), said it would resume talks immediately if a new board was elected at Yahoo’s August 1 stockholder meeting.
Microsoft is making its position clear saying that it has done dealing with Yahoo’s current management. The software giant is taking a bold stance in its apparently endless Yahoo talks, now saying no further negotiations will take place unless a new board is elected.
The statement issued Monday morning says Microsoft has “never been able to reach an agreement in a timely way on acceptable terms with the current management” and has “concluded that [it] cannot reach an agreement with them.” It further states that “after the shareholder election, Microsoft would be interested in discussing with a new board a major transaction with Yahoo, such as either a transaction to purchase the [Search] function with large financial guarantees or, in the alternative, purchasing the whole company.”
The surprising endorsement gives Icahn a support to dangle before Yahoo shareholders as he wages an acrimonious campaign to replace Yahoo’s nine directors at the company’s annual meeting Aug. 1.
The newly stated backing may give an exceptional surge of power to Icahn’s cause, but Yahoo is not giving up just yet. Execs spent the holiday weekend meeting with Time Warner to talk about a potential AOL takeover, according to The Times, and are struggling to seal some kind of deal prior to the Aug. 1 shareholders’ meeting. Time Warner was one of the companies that had met with Microsoft last week about a potential joint purchase.
“This marks the first time that Microsoft has openly sided with Icahn since the billionaire investor launched his attempted coup nearly eight weeks ago.”
Icahn’s letter repeats many of the same sentiments. “There is no need to keep mentioning the mistakes I believe Yahoo made by not instantly accepting a (US) $33 [per share] offer made by Microsoft,” he wrote. “But one thing is clear — Jerry Yang and the current board of Yahoo will not be able to [mess up] a negotiation with Microsoft again, simply because they will not have the opportunity.”
Icahn assured immediate discussions with Microsoft if his proposed board is voted into place. He also promised an “expeditious” move to replace Yang with “a new CEO with operating experience.”
Icahn, who controls about a 4.0% stake in Yahoo!, jumped into the deal to launch a proxy fight only a week after Yahoo! rejected a $33 per share, $44.6 billion hostile offer from Microsoft in early May. Icahn promptly followed up with a letter to Yahoo! shareholders, criticizing the company’s management from missing the opportunity, and recommended a new board of directors.
Icahn’s move into the Yahoo! deal was daring. Although other shareholders certainly wished to do the same thing, they were turned off because lack of assurance that Microsoft would back them up and come back to the negotiating table.
The two sides decided they could work together after Icahn said on Monday that he had “frequently spoken” to Microsoft’s Chief Executive Steve Ballmer and some of his top lieutenants during the past week, according to a letter that Icahn sent to Yahoo shareholders.
Steve made it clear to me that Microsoft would be ready to enter into discussion immediately if the new board that has been nominated were elected and would be interested in discussing a major transaction with Yahoo, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company. While there can be no assurance of a future transaction, as many of you know, I have negotiated successfully a large number of transactions over the past years. If and when elected, I strongly believe that in very short order the new board would, subject to its fiduciary duties, be presenting to shareholders either a purchase offer for the whole company or a very attractive offer to purchase “Search” with large guarantees.
And for good measure, confirmation came just a few minutes later from Microsoft on those discussions with Icahn. Microsoft has been frustrated so far in its months-long pursuit of Yahoo and not long ago said it was giving up the chase–though apparently not all interest.
According to Microsoft: We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company.
Industry analysts said Icahn now has more trustworthiness with Yahoo investors because he has been arguing that a purge of Yahoo’s board is the only way to salvage a deal with Microsoft.
“This breathes new life into Icahn’s proposal,” said Stanford Group analyst Clayton Moran. “It really pushes the power to Icahn and his board (nominees).”
On the other-side, Yahoo! naturally would hope to see things work out differently. In response to Monday’s developments, Yahoo said it is willing to revive talks with Microsoft, but feels “strongly” that any deal negotiated between Icahn and Microsoft “would not lead to an outcome that would be in the best interests of Yahoo stockholders.”
Regardless of Microsoft’s clear stance, Yahoo’s board asked the company to “make a proposal immediately” and called Icahn’s authority into question, saying if he “has an actual plan for Yahoo beyond hoping that Microsoft might actually consummate a deal which they have repeatedly walked away from, [they] would be very interested in hearing it.”
With Microsoft in Icahn’s corner, “the dynamic has changed,” Sanford C. Bernstein & Co. analyst Jeffrey Lindsay said. “There is now a rationale for voting for Icahn’s board because there now seems to be a real possibility for a deal again.”
Hence, the development on Monday amplifies the pressure on Yahoo co-founder and CEO Jerry Yang, whose handling of the earlier negotiations with Microsoft infuriated many shareholders.
In its Monday statement, Yahoo maintained that Microsoft is trying to use Icahn to engineer a purchase of Yahoo’s search engine in a deal that would hurt the company in the long run, by hindering its ability to compete in the Internet’s rapidly growing ad market.
Microsoft, of late has been attempting to sneak away Yahoo’s search engine for $1 billion, plus an additional $8 billion investment for a 16 percent stake in Yahoo’s remaining operations.
Yahoo alternatively opted for an online advertising partnership with rival Google Inc. that is supposed to enhance its annual revenue by $800 million. That alliance faces an antitrust review by the U.S. Justice Department because Google and Yahoo combined control more than 80 percent of the U.S. search advertising market.
Nonetheless, the public statements by both Icahn and Microsoft may yet serve as a cattle prod to Yahoo to get it to enter into negotiations to sell just its search business to the software giant at terms both can live with.
“If Icahn captures control of the board, he has assured to fire the 39-year-old Yang as CEO and replace him with a more seasoned leader.”
Shares of Yahoo jumped as high as $24.25 a share during intraday trading, before ending the session at $23.91 a share, up nearly 12 percent.