The writing saga continues: Billionaire Carl Icahn presses Yahoo, but Yahoo does not give up and snaps back

Perhaps the series Microsoft & Yahoo! already seemed to everyone complete, unfriendly takeover will not be, Yahoo! bounced off, and Microsoft lost interest and switched to other objects . But it would be a story without a happy end, corporate America is a shark that should be swallowed. And this is so exciting when professionals openly enter the fray, that they want everything to go on ... Do you feel sorry for Yahoo !?

Billionaire Carl Icahn has officially announced his intention to remove Yahoo! and went into an aggressive attack. Icahn was disappointed that Yahoo! rejected the proposal of Microsoft, and therefore decided to take matters into their own hands. In an open letter addressed to Roy Bostock, Chairman of the Board of Directors of Yahoo !, he announced that he had bought 4% of Yahoo! of the total number (59 million shares), and also added that the current council is “irresponsible”, rejecting Microsoft’s generous offer for the company over $ 40bn, and did not act consciously, asking for $ 37 per share, after which Microsoft withdrew its offer.

He also said that he formed a list of 10 people with whom he proposes to replace the current members of the Board of Directors. Mr. Icahn received support from John Paulson, a hedge fund manager and founder of Paulson & Co., adding their votes, acquiring a 3.6% stake in Yahoo! .. Also, some of Yahoo’s largest investors said they would like to resume the negotiations between Microsoft and Yahoo ! ..
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I, and many of your shareholders, firmly believe that the merger between Yahoo! and Microsoft contributes to the development of a dynamic company, and more importantly, in this case the combined company will be strong enough to compete with Google on the Internet market.

The deadline for the nomination of an alternative composition of directors was Thursday, which could replace the current one at the elections during the annual meeting of shareholders on July 3, 2008. The team was smarter. In addition to Icahn, the directors include:

* Lucian A. Bebchuck - Professor of Law at Harvard University;
* Frank J. Biondi Jr. - former CEO of Viacom and Universal Studios;
* John H. Chapple - President of Hawkeye Investments LLC;
* Mark Cuban - Founder of Broadcast.com and owner of Dallas Maverick's basketball team;
* Adam Dell - General Managing Partner of the Venture Fund Impact Venture Partners;
* Keith A. Meister - partner Icahn Enterprises;
* Edward H. Meyer - CEO of Ocean Road Advisors, Inc;
* Brian S. Posner - CEO ClearBridge Advisors;
* Robert K. Shaye - chairman of New Line Cinema.

It is not the first time that Carl Icahn uses his shareholder status in order to achieve permutations in various companies. Previously, his efforts have changed the composition of leadership in the corporations Motorola, Blockbuster and Mylan Laboratories.

Carl Icahn received a reply letter from Yahoo!

Chairman of the Board of Directors Roy Bostock responded to a letter from Carl Icahn. If to speak in an adult, then Roy pushes the water in a mortar, about 80% repeats the same as Jerry Yang in his response letter to Steve Ballmer. He focused on the events that occurred between Microsoft and Yahoo in recent months, apparently sincerely believing that Icahn is not in the know, politely clearing open questions to Mr. Icahn, suggesting that the raider guru misinterprets the facts, which led him to think achieve control over the Board of Directors, and the desire to eat Yahoo! .. But, nevertheless, this delicate game that interests me, and ....... Yahoo's nightmare continues!

Dear Mr. Icahn:

Unfortunately, your letter reflects a significant lack of understanding of the facts regarding the Microsoft proposal, as well as the efforts that management has made in evaluating a possible deal with Microsoft. A sensible and sober analysis should lead you to the conclusion that the current Board, headed by the Chief Executive Officer Jerry Yang, remains the best possible alternative that can bring maximum benefit to the company's shareholders.

Conversely, we do not believe that in the interests of Yahoo !, so that you could get hold of the candidates who publicly stated that they came under your influence and with their help you would take control of Yahoo !, with its further sale already prepared to buyers. Please allow me to remind you that there is currently no offer to acquire Yahoo by any particular company or any other party. Despite everything, our position was crystal clear, as we were and are still ready to consider any proposals from any parties, including Microsoft, if it provides our shareholders with full and certain financial benefits.

From the very beginning of the negotiation process with Microsoft, the Board of Independent Directors of Yahoo! was focused on one important goal: how best to maximize the value of shares. Throughout this process, the Board carefully considered the initial proposal, which at that time was valued at $ 31 per share. After reviewing the report from our financial advisors, We unanimously concluded that Microsoft’s offer was significantly underestimated by Yahoo !, hence the deal was not in the interests of the company and our shareholders, and on February 11, 2008 we publicly rejected the offer.

After receiving a proposal from Microsoft on January 31, our Board of Directors met more than 20 times and considered a proposal from Microsoft and other strategic alternatives. Throughout this process, We have maintained a sober mind and a delicate ear. Our independent directors met with a number of our largest shareholders in order to find out their opinion in order to ultimately clarify the financial situation of whether Yahoo! fully company capable of maximizing the value of shares. In addition, our Council and management team met with many of our investors to discuss the Yahoo! strategy with them, as well as hear their opinions about its value.

I would like to remind you of the innumerable contacts between Microsoft advisers and Yahoo !, senior management of the company, where we discussed all sorts of ways. Seven face-to-face meetings were also held. During these meetings, the strategic objectives of improving search and the business model of advertising monetization, our views on operational strategy and integration were discussed subject to a deal with Microsoft, its prospects, and other issues. We believe that certainty about the amount of the closing of the transaction is an important issue, we sought to understand the ideology of Microsoft in terms of regulatory issues related to the potential of the transaction. Our lawyers, dated March 28, requested additional information on legal documentation that Microsoft never provided.

On April 15, a Yahoo! meeting was held where at a meeting in which our financial advisors were hosted, where we once again made it clear that we are open to a deal with Microsoft. During these discussions, Yahoo! made a detailed coverage of his strategic and financial plan, presenting our thoughts on integration and voiced an opinion on the potential synergies that can be achieved as a result of the transaction, in essence, We were ready to lay the foundation for the future, and without Microsoft's cloud growth, but still wanted to understand and get answers to the questions from which Microsoft made a conclusion and significantly underestimated the company. After this meeting, We also presented Microsoft with a list of key decisions from our Board, which criticized some of the points where issues of ensuring adequate protection of our shareholders were to be considered.

Throughout this period, Microsoft continued to argue that it would not increase its offer, and moreover, stated that it could even reduce it. On the same day, May 2, We first learned from Microsoft's desire to increase our offer to $ 33 (although this “Offer” was oral and never presented in writing, and which did not include detailed information on the form of payment - in cash / shares), and even then we did not leave the determination to continue the negotiations, and then Jerry Yang made a counter offer, indicating the price of $ 37 per share, which was a reasonable cost and guaranteed certainty of closing the transaction. This was reported at a personal meeting on May 3 in Seattle at Microsoft headquarters. Over the next few hours of waiting, Microsoft told us in a letter that they were stopping the negotiations, and was no longer involved in the deal.

In short, Yahoo! at each stage of this process was ready to make a deal with Microsoft.

And what we have today. Our company works just fine, as can be seen from our results for the first quarter. As we have already publicly stated, our Council continues to actively and efficiently explore various strategic alternatives for maximizing the value of shares. None of the options that are currently being considered can potentially prevent us from making a deal with Microsoft or any other party.

We still believe that the current board of Yahoo! professionally, independently and committed to go through a rapidly changing environment on the Internet and is able to do everything that is necessary to increase the value of Yahoo! for its shareholders.

We hope for a fruitful dialogue.
Yours sincerely,
Chairman of the Board of Directors
Roy bostock

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