Yahoo Letter to Shareholders Slams Microsoft, Icahn

Yahoo CEO Jerry Yang and Chairman Roy Bostock on Thursday sent a letter to shareholders that slams Microsoft and investor Carl Icahn, who want Yahoo to sell part or all of the company to Microsoft.

"Your Board of Directors believes strongly that the Icahn-Microsoft agenda -- as presented to us jointly last week -- will destroy stockholder value at Yahoo!, serving only their very narrow special interests, clearly not your interests," the statement reads in part.

The letter is the latest salvo in the months-long public drama over Microsoft's attempts to buy Yahoo. Microsoft made its first bid on Feb. 1. On Saturday night, Yahoo rejected a proposal calling for a restructuring and the sale of Yahoo's search business to Microsoft.

Icahn, who wants Yahoo's shareholders to replace the company's current board with a slate of candidates he prefers, "is well-known as a corporate agitator with a short-term approach to his investments," the executives' letter said. "His short-term approach gives Mr. Icahn a strong incentive to strike any deal with Microsoft that enables him to recover his investment and get back his money quickly, even a deal that does not provide full and fair value to you."

Icahn's preferred board members don't know Yahoo's business well enough to run it or "negotiate a complex restructuring," according to the latest letter.

In addition, the executives question whether Icahn can even trust Microsoft as a partner. The vendor's "flip flops and inconsistencies over the past five months are so stupefying that one can only conclude that Microsoft was never fully committed to acquiring Yahoo." Either Microsoft is unable to determine what would be the right move for its online business, or it only wants to destabilize Yahoo in order to buy it at "a bargain basement price," the letter contended.

In addition, the letter reiterated Yahoo's previous statement that it is willing to sell the entire company to Microsoft for no less than US$33 a share. Yahoo is also willing to sell its search business "as long as it provides real value to our stockholders and resolves the substantial execution and operational risks associated with the separation of our search and display businesses."

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