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post #61 of 72 (permalink) Old 05-09-2008, 12:06 PM
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Those are actually five very good reasons Ballmer should not have gone into this M&A in the first place.

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Being smart is knowing the difference, in a sticky situation between a well delivered anecdote and a well delivered antidote - bear.
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post #62 of 72 (permalink) Old 05-13-2008, 01:29 PM
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Icahn May Launch Proxy Fight with Yahoo



Billionaire investor Carl Icahn is considering launching a proxy fight at Yahoo, according to people who have spoken with Icahn.

Yahoo Escapes Ironhorse Grip; For Now

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post #63 of 72 (permalink) Old 05-14-2008, 09:41 PM
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Icahn Moving Ahead with Proxy Battle for Yahoo



Billionaire investor Carl Icahn has elected to move ahead with plans to run a dissident board slate at Yahoo, sources familiar with the matter told Reuters on Wednesday.

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post #64 of 72 (permalink) Old 06-03-2008, 01:16 AM
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Truth comes out, Yang is an idiot..........

Microsoft Offered $40 Per Share for Yahoo, Unsealed Papers Show

By Jef Feeley

June 3 (Bloomberg) -- Microsoft Corp. offered $40 a share for Yahoo! Inc. in January 2007 only to have its bid rebuffed, according to court papers unsealed in a lawsuit over the failed buyout.

Lawyers for Yahoo investors said executives ``gave the back of their hand'' to Microsoft's efforts to negotiate a friendly buyout, according to papers unsealed yesterday in Delaware Chancery Court. Some Yahoo shareholders seek to hold Chief Executive Officer Jerry Yang and other directors liable for failing to accept the offer. Yahoo's shares closed yesterday at $26.40.

``Whoever's suing the Yahoo management and board of directors, if they had a $40 offer and didn't take it, they're going to want to cut their throats for being that stupid,'' BP Capital LLC Chairman T. Boone Pickens, a Yahoo shareholder, told Bloomberg television in an interview yesterday. ``Anybody who sued them has got a good lawsuit, I'd say. I'd hate to be on that board of directors right now.''

Microsoft, the world's largest software company, dropped a $33 a share bid for Yahoo, owner of the second-most-popular computer search engine, on May 3 because the two couldn't agree on a price. Microsoft Chief Executive Officer Steve Ballmer was willing to pay $40 a share last year to help the Redmond, Washington-based company compete with top search site Google Inc., according to the complaint.

Yang used his power as CEO ``to delay, to refuse to negotiate in good faith and to erect roadblocks'' to Microsoft's bid, investors said in an amended complaint.

Chancery Judge William B. Chandler III ruled yesterday that Sunnyvale, California-based Yahoo couldn't keep parts of the complaint secret.

Buyout `Coming Together'

A buyout agreement between Microsoft and Yahoo is still ``slowly coming together,'' said Gene Munster, an analyst at Piper Jaffray Cos. in Minneapolis with a neutral rating on Yahoo shares. The investor suit is ``an entertaining sideshow that emphasizes the point that Yahoo could have handled this better.''

Activist investors such as billionaire Carl Icahn have bought Yahoo stock since May 3, when Microsoft scrapped its $47.5 billion bid for the company after the board deemed it too low. Icahn has threatened to oust the directors if they don't make a deal with Microsoft, the world's biggest software maker.

Icahn has proposed his own slate of directors and won support from John Paulson's Paulson & Co., Pickens and investor Daniel Loeb, who have taken stakes in Yahoo. All of Yahoo's directors must stand for re-election at its next shareholder meeting, set for the end of July.

Thwart Microsoft

As part of the Delaware suit, shareholders are seeking to hold directors financially liable for snubbing the Microsoft bid and for setting up an expensive employee-severance plan in case the company is bought out.

Investors contend Yang designed the severance plan to thwart Microsoft's offer by giving employees incentives to quit rather than work for the acquirer and ignored the advice of an executive-compensation expert his company hired.

Yang insisted on a more expensive plan than his human- resources executives originally proposed, the investors claim. Yahoo estimated that the final plan would cost as much as $2.1 billion if Microsoft bought the company for $31 a share and all the employees left, according to unsealed court documents.

Timothy Sparks, a compensation consultant hired by Yahoo, warned executives that structuring the severance plan to allow workers to get payments if there were ``significant adverse alterations'' in their job duties would cause mass defections, according to a brief filed by investors that also was unsealed yesterday.

Consultant Ignored

``Yahoo management ignored Sparks and proposed imposing on Microsoft the incredibly expensive problem of an entire workforce incentivized to walk out and claim severance benefits,'' investors' lawyers said.

He also noted Yahoo's severance plan compensates senior executives ``very aggressively'' by accelerating their stock options and restricted stock rights.

Under the plan, Yahoo's 13,000 employees can get between 24 months and four months worth of pay depending on their positions, according to papers unsealed along with the briefs.

Executives can get two years pay if they leave while lower- level managers and others can get a year or six months, the papers said.

`Good Cause'

Yahoo's executives pushed Chandler to keep details about the severance plan secret when it was originally filed May 16, saying the material may be misused ``in its upcoming proxy contest,'' the judge noted.

``The severance plans we established were part and parcel of the company's plan to maximize shareholder value,'' said Yahoo spokeswoman Diana Wong. ``It was enacted to protect our greatest asset, our people.''

The judge ruled the company couldn't show ``good cause'' to continue keeping the material sealed since it was ``neither privileged nor confidential.'' Bloomberg News was among news services that asked Chandler to unseal the details.

Microsoft fell 52 cents to $27.80 in Nasdaq Stock Market trading yesterday. The shares have fallen 9.1 percent in the past year. Yahoo fell 36 cents, bringing the past year's decline to 8.3 percent.

Bloomberg.com: U.S.
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post #65 of 72 (permalink) Old 06-03-2008, 02:08 AM
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^^^^^^^^ Truth from lawyers ? You must be kidding.
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post #66 of 72 (permalink) Old 06-03-2008, 02:23 AM
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40 bucks a share is all the truth the shareholders will need.............
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post #67 of 72 (permalink) Old 06-03-2008, 01:48 PM
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NEW YORK (Reuters) - Billionaire investor Carl Icahn will seek to remove Jerry Yang as chief executive of Yahoo Inc if Icahn succeeds in a proxy battle against the company over its failure to reach a deal with Microsoft Corp, The Wall Street Journal reported on Tuesday.

Icahn to seek removal of Yahoo CEO Yang: report | Reuters

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post #68 of 72 (permalink) Old 06-07-2008, 01:40 AM
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Icahn Letter to Yahoo Chairman

Icahn Letter to Yahoo Chairman

Below is the text of a letter sent by investor Carl Icahn to Yahoo Inc. Chairman Roy Bostock. The letter is dated June 6, 2008.

Dear Roy:

While you may take issue with the content of my letter, I take issue with your oversight of Yahoo! Again, I stand by my characterization of your "poison pill" severance plan and I find it humorous to see you attempt to defend it.

Roy, it is you who "misrepresents and misstates the details" of the plan. Much like the rhetoric in many well known political campaigns, you keep repeating misstatements in the hopes that by repeating misstatements enough times it will convince your shareholders that these misstatements are valid. For example, you repeated, "the plan was fully disclosed at the time of its adoption and should be no surprise to anyone at this point." This is simply not true. The egregious magnitude of the dollar amount cost of the plan was never fully disclosed, nor was the email from your compensation advisor calling the plan "nuts." While you keep repeating that the severance plan was in the "best interests of shareholders", you neglect to mention that the financial cost of the plan could be immense. The documents obtained during discovery and released in the shareholder complaint show that Yahoo! estimates the maximum change in control severance expenses to be a staggering $2.4 billion if Microsoft bids $35 per share for Yahoo! You neglected to mention that the true cost to an acquirer may be even higher as the perverse change in control severance incentives may diminish the work effort of Yahoo! employees. In case you do not understand the plan, in addition to the $2.4 billion of severance expenses, I believe the plan will negatively impact employee behavior and degrade the ability of an acquirer to successfully integrate the acquisition. In the event of a change of control, the employee may decide not to work as hard in the hopes of cashing in on a robust severance package that awards up to two years salary and benefits, $15,000 of outplacement expenses, and accelerated vesting of stock options and restricted stock units. To make matters worse, it is not just the acquirer firing the employee that can trigger the severance package but the employee who may decide on his or her own to resign for "good reason" at any point within two years of a change in control. It is quite obvious to me that this plan impacts the price an acquirer would pay. Is it any wonder than an acquirer, once fully comprehending this plan, might not wish to negotiate any further? I again call upon you to honor your fiduciary duty to your shareholders and rescind this "poison pill" severance plan.

You asked, "what exactly would happen to our Company if you and your nominees were to take control of Yahoo!" I will give you my perspective on that.
• First, I would work to have the board replace your "poison pill" severance plan with an acceptable alternative.

• Second, I intend to ask our new board to hire a talented and experienced CEO (attempting to replicate Google's success with Eric Schmidt) to replace Jerry Yang and return Jerry to his role as "Chief Yahoo". Indeed, it was much speculated that Jerry would serve in the CEO role temporarily until a permanent CEO was hired after the board asked Terry Semel to resign.

• Third, I intend to ask our new board to inform Microsoft that unless any alternative transaction can insure a $33 or higher stock price (of which I am skeptical) all talks of alternative transactions are over.

• Fourth, I will ask our new board to offer publicly to sell Yahoo! to Microsoft in a friendly and cooperative transaction.

• Fifth, to the extent Microsoft does not want to make a proposal, I will ask our new board do a deal on search with Google, but only if it contains termination provisions that would in no way impede a subsequent acquisition by Microsoft.


Now let me ask you a couple of questions, Roy:
• Why don't you, now that you have the opportunity, remove the "poison pill" severance plan that I find to be ridiculous and thereby remove a major obstacle to a Microsoft acquisition?

• In my opinion, Microsoft does not believe you will ever sell the entire company on a friendly basis. So why don't you stop dancing around the subject and publicly offer to sell the company to Microsoft for $34.375 per share and promise to cooperate completely?

• Why are you still giving hope to Microsoft that there is a possible "alternative deal"? As long as there is the possibility of an "alternative deal", isn't it obvious that Microsoft will not make a bid for the whole company?


Sincerely yours,

CARL C. ICAHN

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post #69 of 72 (permalink) Old 06-07-2008, 02:08 AM
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40 bucks a share is all the truth the shareholders will need.............
Only if the offer is worth the paper it is written on.

Court papers... give me a break.
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post #70 of 72 (permalink) Old 06-07-2008, 02:25 AM
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Only if the offer is worth the paper it is written on.

Court papers... give me a break.

You had a run in with the wrong court papers or what............one thing for sure, right or wrong, court papers can get your ass thrown in jail...............
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