NEW YORK, NY — Microsoft and financier Carl Icahn seem to be double-teaming Yahoo. The software giant last week said it would be willing to reconsider acquiring all or part of Yahoo Inc. if Icahn is successful at replacing the Yahoo board of directors. Icahn indicated he had “spoken frequently” with Microsoft Chief Executive Officer Steve Ballmer over the previous week.Board elections are scheduled for August 1st. Icahn owns more than 4-percent of the company, which he acquired after the Microsoft-Yahoo talks broke down in May. He immediately launched a proxy fight.
Icahn told the Washington Post that Ballmer said he has concerns about the current Yahoo board of directors “mismanaging” the company during the regulatory process if a deal goes through. Any deal would have to pass regulatory muster in order to ensure it did not impede competition or otherwise skew the search-engine-advertising market. The process could take as nine months or more.
“You don’t have to be Sherlock Holmes to realize there is no great comfort zone between the current Yahoo board and Microsoft,” Icahn told the Washington Post. “During this waiting period for regulatory approval, any acquirer — not just Microsoft — would want a steward they would feel comfortable with.”
In response to Microsoft’s announcement — which cause Yahoo’s stock price to rise 12-percent — Yahoo issued a statement saying it would be willing to resume talks but felt a Microsoft-Icahn alliance “would not lead to an outcome that would be in the best interests of Yahoo stockholders.”
“If Microsoft and Mr. Ballmer really want to purchase Yahoo, we again invite them to make a proposal immediately,” the Yahoo statement said.
Yahoo recently signed a deal with Google that will pay Yahoo for running Google’s ads on Yahoo’s search results. Yahoo also remains in talks with Time Warner Inc.’s AOL unit about a similar deal. Neither is expected to be complete before the August 1st shareholder meeting.
Apparently in preparation for taking over the board, Icahn also told the Washington Post that he’s interviewing candidates to fill positions currently occupied by Yahoo CEO Jerry Yang and his management team.
Analysts told the Post that big institutional investors may sway other shareholders to vote for Icahn’s board slate.
“There is rationale for voting for the Icahn slate and essentially ousting the current Yahoo board and probably the management too,” Sanford C. Bernstein senior Internet analyst Jeffrey Lindsay told the Post. “At the end of the day, you would have to expect that the big institutional shareholders would go for a deal with Microsoft.”
A spokesman for one such institutional investor — Mithras Capital, which controls 1.7 million Yahoo shares — told the Post that management change “has to happen.”
Mithras Capital partner Mark Nelson said, “They’ve had plenty of time to right the ship. The record over the past two or three years speaks for itself. They blew it, and new management is needed to better exploit all the assets there.”
