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Icahn vows proxy fight to revive Microsoft-Yahoo deal

Thu, 05/15/2008 - 8:05am
Brian Santo

The investor who won’t go away is bringing back the deal that will not die. Carl Icahn has launched a proxy battle to force Yahoo to reconsider being bought by Microsoft.

Icahn bought 59 million shares of Yahoo and is putting up a rival slate of potential directors for Yahoo’s board, with a high-powered list of candidates that include former Viacom chairman Frank Biondi, former Nextel chairman John Chapple, HDnet founder Mark Cuban and Icahn himself. Icahn’s stated purpose is to push the company to accept Microsoft’s $47.5-billion offer.

Microsoft and Yahoo have been discussing collaborating and a possible merger for about four years. A few months ago, Microsoft made an unsolicited bid to buy Yahoo. Yahoo rejected Microsoft’s offer as inadequate, but maintained it would consider a richer offer from Microsoft. Microsoft refused to budge on its offered price, threatened a proxy fight, then inexplicably dropped its bid.

The $47.5-billion offer presently works out to about $33 per share. Yahoo’s stock has recently been fluctuating within $2 of $26 per share. Icahn, in his letter to Yahoo announcing the proxy fight, chose to cite Yahoo’s value before Microsoft’s offer – $19.18, near Yahoo’s 52-week low of $18.58.

“It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft,” Icahn wrote.

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