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Last week, when he should have been lobbying investors to support his dissident board slate for the showdown at Yahoo!'s Aug. 1 annual meeting, he instead was hunched over his laptop, writing for his new blog, the Icahn Report, at icahnreport.com.
Actually, Icahn had been threatening to blog for months; the New York Post's Website even provided a handy-dandy counter, tracking the days between his avowed intention to join the blogosphere and his inaugural post. But he's been busy, what with the heavy demands on someone trying to wreak havoc on corporate boardrooms. (I'm sure you know how it is.) Anyway, as it turned out, the Post counter stopped at 139 days.
His blog's subject is corporate governance. He rants that corporate democracy is something of a myth, and that this "threatens this country's very economic survival." A bit melodramatic; good stuff for a blog. I'm not sure everyone sees him as the boardroom crusader, but it's nervy piece of PR...Carl Icahn channeling Ralph Nader.
What Icahn doesn't provide, alas, is specific commentary on his battle to replace Yahoo!'s (ticker: YHOO) directors with his handpicked slate. His original concept was to vote the current scoundrels out, and then invite Microsoft CEO Steve Ballmer to Sunnyvale for another visit, corporate checkbook in hand. But Ballmer insists that Microsoft (MSFT) won't make a new bid for all of Yahoo! In early June, however, he did indicate that Microsoft is still open to negotiating an "alternative proposal," which Ballmer contends would be worth more than the $33 a share it offered to buy Yahoo! as a whole.
Now, if you're a Yahoo! shareholder, sitting with a stock more than $10 below Ballmer's purported $33-plus plan, the question is: What will Icahn and his merry men do if they win the proxy fight? And, other than giving CEO Jerry Yang some lovely parting gifts, the obvious strategy would be to convince Ballmer to revive his $33-plus plan.
Mark Nelson, a principal with investment firm Mithras Capital, which holds 1.7 million Yahoo! shares, sent an open letter to Ballmer late last week, suggesting that Microsoft provide details on how it had imagined getting $33-plus in value out of Yahoo! without buying the whole thing. Nelson indicated in his letter that the plan included Microsoft's buying $8 billion of Yahoo! stock at $35 a share, acquiring its search business for $1 billion, and then feeding data from the search unit back to Yahoo! to use in its ad business.
It's not exactly a love letter to Microsoft; Nelson writes that Microsoft for the past decade has been "stagnant, a stagnation reflected in a share price essentially unchanged since 1998." And he notes that "over that same time period, Google has come out of nowhere to dominate the Internet space." Which, of course, is why anyone is talking about Microsoft teaming with Yahoo!
What Nelson really wants, it seems, is something that would lure other investors to do what he's done, and support Icahn's slate. Yahoo! investors now have two clear choices. One is represented by Yahoo! founder and CEO Jerry Yang, who has decided in his infinite wisdom that the right decision for shareholders was an independent Yahoo! trading below $23, and not taking $33 from Microsoft. The other is embodied in Icahn, a man with a pile of stock but not much of a plan. That's where Microsoft's alternative comes in. It focuses Icahn's side of the debate.
Giving more urgency to the "Oust Jerry" forces is the deterioration of Yahoo!'s executive team. In the past week or two, Yahoo! has lost Qi Lu, EVP of search and advertising; Brad Garlinghouse, SVP for communications and communities; Vish Makhijani, SVP for search; Jeff Weiner, EVP of the network division; Usama Fayyad, EVP and chief data officer; Jeremy Zawodny, who started Yahoo!'s developer network, and Flickr co-founders Caterina Fake and Stewart Butterfield. Reports Friday indicate that a big reorganization of the corporate brass is planned. |
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