Yahoo on Monday urged shareholders to
reject a company takeover by billionaire shareholder activist Carl Icahn,
claiming that the current board was best qualified to maximize shareholder
value, dpa reported.
The embattled company also claimed that Microsoft's actions "cast
doubt" about whether it was serious over its 47.5-billion-dollar
acquisition bid which Yahoo rejected in early June and which led to the
takeover attempt by Icahn.
"Icahn misrepresents the manner in which we negotiated with
Microsoft," Yahoo said in its investor presentation. "Our board
remains the best and most qualified group to maximize value for Yahoo
stockholders."
Yahoo laid out its case in a stockholder presentation filed with the Security
Exchange Commission ahead of the August 1, 2008 proxy fight where a slate of
board directors proposed by Icahn will vie to oust the incumbent board,
including company founder and CEO Jerry Yang.
The corporate insurgents claim that Yang and the board botched the Microsoft
negotiations that provided the best option for shareholders, and adopted a
"poison pill" severance package that effectively priced the company
out of an ownership change.
The presentation said Icahn had outlined an "ill-defined plan" for
Yahoo "based on misrepresentations". It noted that Icahn's calls for
a sale to Microsoft were essentially "moot" since Microsoft "has
repeatedly confirmed that it is not interested in a full acquisition."
Yahoo's filing also said it made "no sense" for the company to accept
Microsoft's "hybrid" offer to buy only the company's search business
and a 16 per cent stake in the company for 9 billion dollars, plus annual
advertising payments.
The company claimed the deal would not improve its operating cash flow and that
Microsoft's estimates of cost savings were unrealistic.
Such a deal offered less potential for profit than a non-exclusive
search-advertising deal Yahoo signed with Google, which would increase cash
flow by 250 million to 450 million dollars in its first year and strengthen Yahoo
in the market for search display advertising.
"The combination of our leading positions in search and display together
with the benefits expected from our recently-signed agreement with Google make
us exceptionally well-positioned to capitalize on the convergence of search and
display," the company said. "Our Board and management team have
consistently focused on and will continue to focus on maximizing stockholder
value."
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