DETROIT, MI — Doesn’t Yahoo! have enough to worry about these days, with profits down and Microsoft threatening a hostile takeover? Now two Detroit pension funds have sued the search-engine company claiming the board of directors violated its fiduciary duty when it spurned Microsoft’s buyout offer.The lawsuit, filed Thursday in a Delaware court, accuses Yahoo! of pursuing “value-destructive” third-party relationships by approaching other companies for aid as it girds its loins for what is expected to be a prolonged battle with Microsoft. The software giant tendered a $44.6 billion offer for Yahoo! on February 1st, but Yahoo! declined the proposal and since has been rumored to be investigating mergers and acquisitions with several of its other competitors. The company is said to want at least $40 a share for its stock, or about $56 billion.
Detroit’s police and fire retirement systems and the city’s general retirement fund managers feel Microsoft’s $31-a-share offer — which was a 60-percent premium over Yahoo!’s stock closing price on the day the offer was tendered — is fair. Their lawsuit also indicates they believe Yahoo!’s recent adoption of a new severance plan to protect current employees in case of a Microsoft takeover was a blatant attempt to drive up the cost of acquisition. All of this indicates Yahoo!’s board of directors has placed “personal distaste for Microsoft” above the welfare of shareholders, the lawsuit reads.
“Yahoo’s directors cannot ‘just say no’ indefinitely to legitimate acquisition offers,” the plaintiffs state in the lawsuit. “Likewise, Yahoo’s directors cannot pursue transactions that do not require shareholder approval for the primary purpose of making Yahoo unattractive to Microsoft.”
According to the Associated Press, Microsoft has hired a proxy solicitation group to help it oust the 10 members of Yahoo!’s board of directors, all of whom are up for re-election this year.
