Following Icahn’s announcement that he is launching a so-called proxy fight, to replace Yahoo’s 10-person board, Yahoo chairman Roy Bostock said Icahn had misunderstood the facts behind its rebuffing of Microsoft’s takeover bid.
He said: “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.
“A fair-minded review of the factual record leads to one conclusion: that Yahoo's 10-member board, comprised of nine independent directors along with Yahoo chief executive Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo stockholders.”
Bostock added that it is not “in the best interests” of Yahoo shareholders to allow Icahn and his ‘hand-picked nominees’ to take control of Yahoo, “for the express purpose of trying to force a sale of Yahoo to a formerly interested buyer who has publicly stated that they have moved on”.
He revealed that Yahoo wrestled with Microsoft’s overtures, noting that the Yahoo board met on more than 20 occasions to review Microsoft's proposal and Yahoo's alternatives.
Bostock, however, extended an olive branch to Icahn, who in the past has pressured firms such as Blockbuster, Motorola and Oracle into strategic shake-ups.
“We continue to believe that Yahoo's current board has the independence, the knowledge and the commitment to navigate the company through the rapidly changing internet environment and to deliver value for Yahoo and its stockholders. We look forward to a productive dialogue,” Bostock said.
He said: “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.
“A fair-minded review of the factual record leads to one conclusion: that Yahoo's 10-member board, comprised of nine independent directors along with Yahoo chief executive Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo stockholders.”
Bostock added that it is not “in the best interests” of Yahoo shareholders to allow Icahn and his ‘hand-picked nominees’ to take control of Yahoo, “for the express purpose of trying to force a sale of Yahoo to a formerly interested buyer who has publicly stated that they have moved on”.
He revealed that Yahoo wrestled with Microsoft’s overtures, noting that the Yahoo board met on more than 20 occasions to review Microsoft's proposal and Yahoo's alternatives.
Bostock, however, extended an olive branch to Icahn, who in the past has pressured firms such as Blockbuster, Motorola and Oracle into strategic shake-ups.
“We continue to believe that Yahoo's current board has the independence, the knowledge and the commitment to navigate the company through the rapidly changing internet environment and to deliver value for Yahoo and its stockholders. We look forward to a productive dialogue,” Bostock said.
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