Microsoft Joins Icahn in Yahoo Proxy Fight

Icahn's proxy fight to replace Yahoo's board got a new head of steam this morning, as Microsoft announced that "after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the "Search" function with large financial guarantees or, in the alternative, purchasing the whole company."

Microsoft's short statement, available via Yahoo Finance news (yes, I appreciate the irony) follows a statement this morning from Icahn to Yahoo shareholders. In it, he writes that if his battle succeeds, "I strongly believe that in very short order the new board would, subject to its fiduciary duties, be presenting to shareholders either a purchase offer for the whole company or a very attractive offer to purchase "Search" with large guarantees."

Icahn writes that he and Steve Ballmer have had frequent conversations, several of which "have lasted as long as an hour." 

Yahoo's response?  "If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately. And if Mr. Icahn has an actual plan for Yahoo! beyond hoping that Microsoft might actually consummate a deal which they have repeatedly walked away from, we would be very interested in hearing it." (Full text)

As Silicon Alley Insider notes, a revived Microsoft offer with a new Yahoo board would probably be for a good deal less than the original $33 per share.  Microsoft isn't providing any specifics on what a deal might look like, let alone a new board or CEO (which the Insider says would be a good next move.

As of 1:54pm eastern, Yahoo shares are up 9.84 percent after this latest hubbub.

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