YHOO/Carl Icahn

^^ tell me that too… and if ur trying to be funny (i said trying cuz its not really funny) then its not funny

^^^ ROFL!!!

sorry ;( im not from the US. i’m not kidding nor am i trying to be funny. i know his name and i know he’s a prominent figure in the industry. that’s about all i know about him.

Who is Simon Cowell?

sorry i asked. forget it


At the end of that letter he nominates himself and Mark Cuban as 2 of 10 possible board of director members… =) 3_letters Wrote: ------------------------------------------------------- > Carl C. Icahn > ICAHN CAPITAL LP > 767 Fifth Avenue, 47th Floor > New York, NY 10153 > May 15, 2008 > Roy Bostock > Chairman > Yahoo! Inc. > 701 First Avenue > Sunnyvale, CA 94089 > > Dear Mr. Bostock: > It is clear to me that the board of directors of > Yahoo has acted irrationally and lost the faith of > shareholders and Microsoft. It is quite obvious > that Microsoft’s bid of $33 per share is a > superior alternative to Yahoo’s prospects on a > standalone basis. I am perplexed by the board’s > actions. It is irresponsible to hide behind > management’s more than overly optimistic financial > forecasts. It is unconscionable that you have not > allowed your shareholders to choose to accept an > offer that represented a 72% premium over Yahoo’s > closing price of $19.18 on the day before the > initial Microsoft offer. I and many of your > shareholders strongly believe that a combination > between Yahoo and Microsoft would form a dynamic > company and more importantly would be a force > strong enough to compete with Google on the > Internet. > During the past week, a number of shareholders > have asked me to lead a proxy fight to attempt to > remove the current board and to establish a new > board which would attempt to negotiate a > successful merger with Microsoft, something that > in my opinion the current board has completely > botched. I believe that a combination between > Microsoft and Yahoo is by far the most sensible > path for both companies. I have therefore taken > the following actions: (1) during the last 10 > days, I have purchased approximately 59 million > shares and share-equivalents of Yahoo; (2) I have > formed a > 10-person slate which will stand for election > against the current board; and (3) I have sought > antitrust clearance from the Federal Trade > Commission to acquire up to approximately $2.5 > billion worth of Yahoo stock. The biographies of > the members of our slate are attached to this > letter. A more formal notification is being > delivered today to Yahoo under separate cover. > While it is my understanding that you do not > intend to enter into any transaction that would > impede a Microsoft-Yahoo merger, I am concerned > that in several recent press releases you stated > that you intend to pursue certain “strategic > alternatives”. I therefore hope and trust that if > there is any question that these “strategic > alternatives” might in any way impede a future > Microsoft merger you will at the very least allow > shareholders to opine on them before embarking on > such a transaction. > I sincerely hope you heed the wishes of your > shareholders and move expeditiously to negotiate a > merger with Microsoft, thereby making a proxy > fight unnecessary. > > Sincerely yours, > CARL C. ICAHN

In reference to the dissident board slate (10 members Icahn mentions), can ANY s/o submit their request for a new board? If so, if EVERY investor did that, how would a company determine which names to put on the proxy for voting? Are all names added and then voted on?

You have to abide by the SEC rules concerning shareholder proposals (as does YHOO). The first big hurdle is that you have to own at least 1% of the stock for a year prior to making the proposal. That means at most 100 (or 99, not sure) people could nominate their own board. If multiple people did, the proxy would be very confusing so I think the company could reject the second as a duplication and the SEC would probably step in in the YHOO case. I think.

chailatte Wrote: ------------------------------------------------------- > sorry ;( im not from the US. i’m not kidding nor > am i trying to be funny. > i know his name and i know he’s a prominent figure > in the industry. that’s about all i know about > him. then google it first

soxboys21 Wrote: ------------------------------------------------------- > At the end of that letter he nominates himself and > Mark Cuban as 2 of 10 possible board of director > members… =) > > Mark Cuban is not that ridiculous a selection. He sold broadcast.com for $5b (to YHOO). It is a proven track record that he can make deals happen and at a good price.

The response is in: http://biz.yahoo.com/paidcontent/080515/1_323493_id.html

“Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on.” “What Yahoo!'s independent board refused to do was to allow control of this company to be acquired for less than its full value.” Take that. This is about to get more entertaining than an episode of the “Flavor of Love”.

I guess but I was disappointed by the last sentence “We look forward to a constructive dialogue” or similar. I was hoping for “The Board of Yahoo will devote its considerable resources to protecting the interests of our shareholders from any attempts to undermine our vision for this corporation”

I read that last line as a backhanded-compliment-type statement. Translated as ‘we look forward to you zipping it unless you have something constructive to add.’ I think the body says what you hoped and more. Take a walk with your “handpicked board” trying to “force a sale” for less than fair value. What shareholders really need is an independent board that can diligently outline and analyze strategic plan, financial plan, integration possibilities, potential synergies, etc. And by the way, we have that board now, it did all that, and it decided to agree to a deal at $37, but not at $33.

chailatte Wrote: ------------------------------------------------------- > who is icahn? why is he doing this? is doing this > how he became a billionaire? he is the original Indiana Jones from Raiders of the Corporate Arc.