Yahoo Responds To Corporate Raider

By Jason Lee Miller - Thu, 06/05/2008 - 10:13am.

Summary: "Shove it, Carl."

Yahoo did not take kindly to Carl Icahn's lambasting of its employee in-case-of-Microsoft-acquisition escape hatch. In a letter addressed "Dear Carl," Yahoo's board chairman Roy Bostock, heavy on the dubious adverbs, told Icahn what he could do with his criticism.

One imagines Bostock striking the keys with punctuated furor as he types, or spraying spittle as he dictates phrases like "seriously misrepresents," "grossly misstates," and "significantly mischaracterize," pausing only to sail another dart toward the photographic representation of Icahn's proboscis. Yeah, a series of pricks for "a series of unsubstantiated allegations."

Bostock writes: "The claim that the plan gives each of Yahoo!'s employees 'the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover...' is just plain wrong."

The retention plan, Bostock clarifies, requires that a change of control takes place "AND" an employee be fired without cause or resign for good reason. Since Microsoft was willing to set aside $1.5 billion for this plan, Bostock fails to see a problem.

He referred to Icahn's assertions that Yahoo turned down a $40 per share offer and that they deliberately sabotaged a $33 per share offer as "patently untrue."

And then, there's Icahn's fantasy world: "You seem to be under the impression that somehow Microsoft will come back to the negotiating table for a full acquisition of Yahoo!," says Bostock, a notion he finds "puzzling" after Microsoft walked away and remained open only to smaller arrangements.

Acutely aware of Icahn's corporate raider history (most sources these days call him an "activist investor"), Bostock closes with palpable exasperation:

"Conspicuously absent from your letter is any credible plan for Yahoo! other than a repetition of your insistence that the Company should sell itself to Microsoft. Indeed, your stated view that 'the only way to salvage Yahoo! in the long if not short run is to merge with Microsoft' demonstrates that you have no other plan and causes one to wonder what exactly would happen to our Company if you and your nominees were to take control of Yahoo!."

Bostock was diplomatic with the word "nominees" there, but the tone has the appropriate ring of "cronies." Indeed, corporate culture and pride are not part of Icahn's strategy. It's more a matter of how far a mule* can be stretched, as a whole or as the sum of its parts.

_{*Some less squeamish translations have this word as "whore," but decorum prevents.}

News Tags: Search, Deals, Yahoo, Financial, Microsoft, Poison Pill, Roy Bostock, Carl Ichan

About the author:
Jason Lee Miller is a WebProNews editor and writer covering business and technology.

Comments

Submitted by Truth Seeker (WPN reader) on Mon, 06/09/2008 - 11:16am.

Fair Enough

Jason,

Fair enough, I am in fact mistaken and offer my apologies.

With that said however, perhaps in the future it would serve your readers to actually provide a link to the source of a press release your are blogging about (it wasn't found using Google,) had you done that I wouldn't have been left to my own devices to find what appeared to me to be the relevant Yahoo press release.

I did in fact follow the link you provided above and comprehended the paragraph as best as I was able to given the information you presented. I would think that if someone was interested enough to read your blog (I obviously was) that such a person might also be interested in reading deeper (the source.) You didn't provide a clear avenue for interested persons to do this.

So I take back my comment on disinformation, but disagree that your article is as "comprehendible" and as you believe it to be.

TruthSeeker

Submitted by Truth Seeker (WPN reader) on Mon, 06/09/2008 - 10:55am.

Fair Enough

Jason,

Fair enough, I am in fact mistaken and offer my apologies.

So I take back my comment on disinformation, but disagree that your article is as "comprehendible" and as you believe it to be.

TruthSeeker

Submitted by Guest (WPN reader) on Thu, 06/05/2008 - 3:35pm.

Where do you get your information?

The response letter you refer to in this post does not match the official press release found on the Yahoo site loctaed here http://biz.yahoo.com/bw/080515/20080515006543.html

Any interested person will find that there is no mention of the "employee retention plan" in this letter.

You do provde a link to a Yahoo! Press Room article but it appears to be materially different that the publicly released document. I'd be curious to know where the "Dear Carl" document originated from.

Personally I suggest all readers of this blog perform a bit of due diligence, seek out official press releases and come to their own conclusions.

Sincerely,
The Truth Seeker

PS: I am no a fan of Carl Icahn, nor am I a fan of Jerry Yang or Microsoft, I simply dislike misinformation.

Submitted by Jason Lee Miller on Thu, 06/05/2008 - 4:02pm.

Dear Truth Seeker

Please note the date on the "official" press release to which you have linked. It is from May 15, and refers to Icahn's intention to stack the board with people of like minds, written collectively by Yahoo's board of directors.

The response letter to which I linked indeed does not match the letter to which you linked because it is in fact a different letter, dated today, June 5, posted at Yahoo's official press page, written by, as mentioned in the above article, Yahoo's Chairman of the Board, Roy Bostock. In respsonse to your question, "Where do you get your information?" following the link provided above, or comprehending this paragraph should answer that.

It's not clear which press release you refer to that doesn't mention the employee retention plan, but the one I linked to today mentions it--in fact, it is about nothing else but that.

You imply the Yahoo Press Room "article" -- it's actually a press release -- is not an official release, but like the other press releases posted at Yahoo's Press Room, it certainly is official. So the "Dear Carl" letter originated there.

Personally, I suggest readers of the above comment do their due dilligence and come to a conclusion that Truth Seeker has little, if any reading comprehension.

Sincerely,

The Author

PS. I don't really like being accused of spreading misinformation.

Submitted by jlafitte (WPN reader) on Thu, 06/05/2008 - 2:43pm.

If only Icahn WOULD take a poison pill....

Carl Icahn is to a healthy high-tech corporate culture what venereal disease is to marital intimacy.

It didn't take long for Icahn to start whacking away at severance packages specifically intended to protect Yahoo employees from the depredations of a Microsoft takeover in order to sweeten the deal for himself and his cronies.

There is no excuse for Icahn's manipulations and misrepresentations as he interjects himself into negotiations which would have served everyone better had he stayed far, far away.

Bill Gates and Steve Ballmer have a rare ability to recruit exactly the wrong man for the job - the Gates Foundation not too long ago handed over a hundred million dollars of funding to former UN Secretary General Kofi Annan to fight hunger (sort of like fighting to end war and copulating to end love, isn't it, given the thousands of kids who starved to death in Iraq every month under Oil for Food.... ) - a move that puzzled many until the possible adoption of Win XP as an operating system for the One Laptop Per Child project loomed large, In that context, buying the services of someone whose Rolodex groans with Third World despots' home phone numbers suddenly makes much more sense.

Now, Carl Icahn appears on the scene to bludgeon Yahoo and its employees into submission to whatever cheap-jack deal Microsoft wants them to take.

What's next? Al Pacino reprising his role in "The Devil's Advocate?"

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