The Deal
Sunday, November 22, 
3:16 pm

— Dealmakers —

The fight for Yahoo!

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EXECUTIVE SUMMARY
  • Carl Icahn's battle to overhaul the Yahoo! board goes before shareholders Aug. 1.
  • With a new board, Microsoft would agree to a deal for Yahoo!'s search business.
  • Will Icahn's slate, including Frank J. Biondi Jr. and Mark Cuban be voted in?
  • Or will Roy Bostock and Jerry Yang continue to call the shots. And for how long?
Yahoo Inc.'s takeover struggle with Microsoft Corp. may come down to a proxy fight with Carl Icahn, who is leading an effort to seize control of the Internet company's board of directors in hopes of engineering a deal between the companies. With Yahoo! shareholders set to vote on the board on Aug. 1, the veteran activist investor hopes to capitalize on investor unrest following Yahoo!'s rejection of Microsoft bids ranging from $44.5 billion to $47 billion, or $31 to $33 a share.

In the saga's latest twist, Icahn in a July 14 regulatory filing said Microsoft CEO Steve Ballmer has agreed to a deal under which the software maker would buy Yahoo!'s search business for a total consideration of $7.7 billion and pledge to guarantee a minimum of $2.3 billion in annual revenues for a period of five years, provided the Internet company met certain performance goals.

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"Steve Ballmer has made it clear to me that if a new board consisting of my nominees were to be elected, Microsoft would be willing to enter into discussions immediately regarding a transaction along the lines described above," Icahn said in a statement. "If and when elected, I strongly believe that in very short order the new board would, subject to its fiduciary duties, be approving an offer along these lines for its shareholders."

For its part, Yahoo! maintains that Microsoft and Icahn are colluding to buy the company's best assets on the cheap. "This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!'s stockholders in mind," Yahoo! chairman Roy Bostock said July 12 in a statement. "Clearly, Microsoft, having failed to advance in search, is aligning with the short-term objectives of Mr. Icahn to coerce Yahoo! into selling its core strategic search assets on terms that are highly advantageous to Microsoft, but disadvantageous to Yahoo! stockholders."

Yahoo! shareholders must choose between overhauling its board and handing control of the company to Icahn, and gambling that Yahoo! co-founder and CEO Jerry Yang and other top executives have what it takes to turn it company around. In this Dealmakers slideshow, we look at the respective board candidates Yahoo! and Icahn have nominated for the upcoming proxy election. -- Alain Sherter

-- See the full slideshow of Yahoo! and Icahn nominees --





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