Yahoo To Icahn: "Your Letter Seriously Misrepresents And Manipulates The Facts"
This story was written by Tricia Duryee.
Earlier today, we wrote about how Carl Icahn sent a letter to the Yahoo board, expressing "amazement" at the lengths the company went to to thwart Microsoft's bid, specifically calling attention to (not surprisingly) the controversial severance plan. Late today, Yahoo fired back, with the company's Chairman Roy Bostock writing a letter to Icahn, claiming that his version of the story "seriously misrepresents and manipulates the facts" and lacks "any credible plan for Yahoo!" other than a repetition of his "insistence that the company should sell itself to Microsoft."
The letter goes on to elaborate with several stinging messages:
-- On the "Poison Pill": "You make reference to our employee retention plan but you significantly mischaracterize its purpose and its effect. In fact, you refer to it as a "Poison Pill" which could not be further from the truth. To set the record straight, the employee retention program is designed to protect the Company's assets and value during a time of uncertainty....In fact, our plan has a "double trigger" which means that in order for an employee to be eligible for benefits under our plan, there would need to be a change of control AND the employee would need to be terminated "Without Cause" or resign for "Good Reason.
-- On turning Microsoft (NSDQ: MSFT) down: "Notably, you accuse us of turning down a $40 per share offer and "sabotaging" a $33 per share offer. Again, this is patently untrue. Yahoo!'s Board of Directors has at all times been focused on maximizing shareholder value. As has been well documented, Yahoo! has engaged in thorough discussions with Microsoft over a series of months culminating in Microsoft's decision to walk away from a potential acquisition of Yahoo!."
-- On returning to negotiations: "You seem to be under the impression that somehow Microsoft will come back to the negotiating table for a full acquisition of Yahoo! (NSDQ: YHOO). This is puzzling as I know you are aware that we have reached out to Microsoft proactively and met with them many times in the last several weeks. During this period, their message to us and to the markets has been and remains that they are not interested in pursuing a full acquisition of Yahoo!."
By Tricia Duryee