Saturday, November 22, 2008, 12:04AM ET - U.S. Markets Closed.
From Silicon Alley Insider, July 21, 2008:
Here's the official end of the Yahoo-Icahn proxy war: Yahoo will give the corporate raider three seats on its board (one for himself, plus two more), and Carl agrees stop fighting. The basics:
If you're so inclined, you could view this as Jerry and Co. caving: If they were ultra-confident that they were going to win the proxy vote next month, they wouldn't have given Carl a thing. On the other hand, they can now go back to the business of trying to fix/save Yahoo, and get an experienced Internet mind (Miller's) to offer some advice. That seems like a pretty good trade to us.
Release:
SUNNYVALE, Calif.--(BUSINESS WIRE)--Yahoo! Inc. (Nasdaq:YHOO -
News), a leading global Internet company, announced today that it has
reached an agreement with Carl Icahn to settle their pending proxy
contest related to the Company’s 2008 annual meeting of stockholders.
Under
the terms of the settlement agreement, eight members of Yahoo!’s
current Board of Directors will stand for re-election at the 2008
annual meeting: Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh
Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang.
In view of the settlement agreement with Mr. Icahn, and the termination
of the proxy contest, Robert Kotick has decided not to stand for
re-election to the Board at the 2008 annual meeting.
Following
the 2008 annual meeting, the Yahoo! Board will be expanded to 11
members. Carl Icahn will be appointed to the Board and the remaining
two seats will be filled by the Board upon the recommendation of the
Board’s Nominating and Governance Committee from a list of nine
candidates recommended by Mr. Icahn, which includes the eight remaining
members of the Icahn slate of nominees and Jonathan Miller, currently a
partner in Velocity Interactive Group and former Chairman and CEO of
AOL.
As part of the settlement agreement, Mr. Icahn, who owns an
aggregate of 68,786,320 shares, or 4.98% of Yahoo! common stock, has
agreed to withdraw his nominees for consideration at the annual meeting
and to vote his Yahoo! shares in support of the Board's nominees.
“We
are gratified to have reached this agreement, which serves the best
interests of all Yahoo! stockholders,” said Yahoo! Chairman Roy
Bostock. “We look forward to working productively with Carl and the new
members of the Board on continuing to improve the Company’s performance
and enhancing stockholder value. Yahoo! is a world-class company with
an extremely bright future, and collaborating together, I believe we
can help the Company achieve its ambitious goals.”
“This
agreement will not only allow Yahoo! to put the distraction of the
proxy contest behind us, it will allow the Company to continue pursuing
its strategy of being the starting point for Internet users and a must
buy for advertisers,” said Yahoo! Co-founder and Chief Executive
Officer Jerry Yang. “No other company in the Internet space has our
unique combination of global brand, talented employees, innovative
technologies and exceptional assets, attributes that will help us take
advantage of the large and growing opportunity ahead of us. I look
forward to working together with our new colleagues on the Board to
make that happen.”
Mr. Icahn said, “I am very pleased that this
settlement will allow me to work in partnership with Yahoo!’s Board and
management team to help the Company achieve its full potential. While I
continue to believe that the sale of the whole Company or the sale of
its Search business in the right transaction must be given full
consideration, I share the view that Yahoo!’s valuable collection of
assets positions it well to continue expanding its online leadership
and enhancing returns to stockholders. I believe this is a good outcome
and that we will have a strong working relationship going forward.
Additionally, I am happy that the board has agreed in the settlement
agreement that any meaningful transaction, including the strategy in
dealing with that transaction, will be fully discussed with the entire
board before any final decision is made.”
In response to Mr.
Kotick’s decision to step down from the Board, Mr. Bostock said, “I
would like to personally thank Bobby for his dedicated service to
Yahoo! these past 5 years. Bobby has been a valuable resource to our
Board and the Company and we are grateful for his contributions. He
wanted to help see the Company through this recent chapter, but made it
clear to me that once the proxy contest was resolved, he was eager to
focus his efforts on his work as CEO of the newly merged Activision
Blizzard and his other business and civic pursuits.”
Nice.... Microsoft offer gone. Now stocks worth about $5 a share, nice job jeeeery..
I wonder what Icahn has to say diffrent then sell, sell, sell as a member off the board .
interesting that they do this the day before they announce earnings... my guess is this was agreed to given that board had visibility into ugly earnings and hence figured they'd better settle this now rather than risk a vote after poor earnings are reported....
Jerry does not own ANY yhoo stock, his $ is in csco. This was a personal anti Microsoft vendeta at yhoo shareholders expense. Earnings are going to tank this tomorrow. And goog is laughing all the way to the bank. Nice job Google. Now you can buy both Microsoft and Yahoo for a nickel on the dollar. .... Nice job ying yang.
what will they do about the asian assets?
Yahoo will be $15 in a month without a deal. Very unfortunate. Why couldn't Yahoo see Microsoft as an ally in a huge battle with Google? Sorry, but Yahoo isn't close to catching Google's market dominance even though they are technically #2 in market share. Now that this skirmish is over between MSFT and YHOO, it's for them to declare peace and figure out a way to combine forces to become a real threat to Google. Egos are great for builing a company, but they are equally effective in destroying one. Wake up Ballmer and Yang, make this deal happen before it's too late. Hey Steve, do you really want Google to end up being the "Windows" of the 21st century when cloud computing takes over? Can you say 92% market share? If you can't figure this deal out, get used to being in Google's shadow.
Yahoo will be $15 in a month without a deal. Very unfortunate. Why couldn't Yahoo see Microsoft as an ally in a huge battle with Google? Sorry, but Yahoo isn't close to catching Google's market dominance even though they are technically #2 in market share. Now that this skirmish is over between MSFT and YHOO, it's for them to declare peace and figure out a way to combine forces to become a real threat to Google. Egos are great for builing a company, but they are equally effective in destroying one. Wake up Ballmer and Yang, make this deal happen before it's too late. Hey Steve, do you really want Google to end up being the "Windows" of the 21st century when cloud computing takes over?
Icahn's interest is to recoup his money. The seat on the board will help him achieve that goal. Legg Mason is going to have a lot of input as far as mergers go. Merging rumors will push the stock up to the $30/$40 dollar range. August will shed a light on the future of Yahoo.
Carl is slating his risk of losing the proxy battle and settling for a mild-at-best victory. Assuming his 2 nominees are on board with all of his decisions, he still will have to convince 3 other board members to sign off with his strategies. Remember that Yang is and has been a board member and this will give him extra leverage with the board members when chopping block time comes around. Yahoo is increasing security for the officers positions by increasing beauracracy, a certain check against the investors. It now seems as if Carl's goal from the beginning was to get power on the board not so much sell to MSFT. Estimates are for the stock to go down to $15 and below. I say it will stay around $20, either way thats down (at least) $14 bucks from the share price of $34 in late october of '07. Now remember that Yahoo got screwed by the current board last time MSFT was attempting a purchase at 32 or 33 (cant really remember). If I was holding, I would get out now despite the possibility of a sale for like $28 or something like that. I doubt Icahn will be as gung-ho on selling now that he's on the board and with Yang still in a power seat, its gonna be harder to finalize a sale (especially now that MSFT wont be buying above $30) No doubt about it, theres better places to have your money right now.
Maybe if they can get that moron Yang out of there Yahoo! can actually get heading in the right direction. How is it that someone as idiotic as that guy can retain a position at the helm of a multi-billion dollar organization? Founder or no, it's time to hand over the reins to someone with a brain in their head.
Yahoo will eventually sell to someone, but in a much lower price in the future. Short Yhoo...
apparently most of you guys don't read except for crying foul over the possible merger. If you were smart, you would have sold when the news first hit, but you really though MSFT would cave at $37. Icahn is here to recover his investment. He apparently bought at about $25 per share and he's not going to get a dime out of it except being a seat warmer with his friends. Is Miller really on Icahn's side? That one is 50/50. MSFT's shares were slipping since they made the acqusition announcement. Their sharegolders aren't really in favor of this deal to go through.
Icahn is one tough cookie, but Yang has a pretty strong will himself. It seems as though Yang doesn't really want to cut a deal with Microsoft, but seems to be taking an attitude somewhat akin to "Okay, I don't want to do this, but if you make me an offer I can't refuse then I'll accept, because then I can retire and won't have to ever work again!" Icahn may have underestimated how tough it is to deal with Yahoo. That's not to say Yahoo's doing things right, either. This seems like a lose lose situation. Icahn loses money, nothing gets done, Yahoo's stock goes lower and Microsoft gains no ground against Google(Well, actually it could be good for Google, but Google didn't really gain anything-they're no better and no worse than before-only better in the sense that they are in a better position than had Yahoo and Google merged)
Everyone should bail out now! The scum sucking leech, Icahn, has attached himself to another doomed company. Why do we let these industrial terrorists get away with reeking havoc on our most proud corporations?
most proud corporations... like yahoo and motorola? least proud maybe...
Most likely outcome: A deal will get done. Microsoft needs Yahoo too much for a deal not to get done. Yahoo needs a lot of cash to catch up to Google. Microsoft is a cash machine, but without good growth prospects. Yahoo provides the growth platform....Microsoft provides the investment cash. Linking Yahoo to the Microsoft Windows platform will be worth 5% points of market share in search/ads. Meanwhile, the FTC will not let Google be the only on-line advertiser of significant size, so it will finally quit biting Microsoft [Government antitrust idiots should all be tarred and feathered, especially in Europe--the European ones are especially galling--their businesses cannot compete, so they sick the Europe government on American businesses to drain them and slow them down--cynical, hypocritical jerks--and Google cheers them on to hurt Microsoft--"do no evil"--what a joke]. Anyway...back to the narrative: Ichan will make his money back and then some. Jerry Yang will be forced out. Too many people hate him for him to be able to survive this. Soon the board will acknowledge he simply has too much baggage, and his board supporters will peel off, one by one. The deal will get done at $28/sh. Balmer will look like a genius for saving $Bs of Microsoft's money. The combined platform will finally give Google a run for its money.
Quotes and other information supplied by independent providers identified on the Yahoo! Finance partner page. Quotes are updated automatically, but will be turned off after 25 minutes of inactivity. Quotes are delayed at least 15 minutes for NASDAQ, NYSE and Amex. See also delay times for other exchanges. Real-Time continuous streaming quotes are available through our premium service. You may turn streaming quotes on or off. Fundamental company data provided by Capital IQ. Financials data provided by Edgar Online. Dividend data provided by Hemscott Americas. Historical chart data and daily updates provided by Commodity Systems, Inc. (CSI). International historical chart data and daily updates provided by Hemscott Americas. Fund summary, fund performance and Morningstar Index data provided by Morningstar. Analyst estimates data provided by Thomson Financial Network. All data provided by Thomson Financial Network is based solely upon research information provided by third party analysts. Yahoo! has not reviewed, and in no way endorses the validity of such data. Yahoo! and ThomsonFN shall not be liable for any actions taken in reliance thereon. All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.
brucek911 - Monday July 21, 2008 10:06AM EDT
I see nothing good coming from this, the board seems to have a deaf ear to the real world