On Saturday we got the Yahoo! spin on things, and now this morning Carl Icahn fires back, in an open letter to Yahoo! shareholders. I mentioned the heavy amount of spin in the Yahoo! press release, and Icahn noticed, too:
Over the years I have attempted to make changes at many companies but I have yet to see a company distort, omit and twist events and facts in the manner that Yahoo! has done in their press release issued Saturday night, July 12th.
Icahn goes on to lay out his version of the events; that Yahoo! could have taken more than 24 hours to make a decision “if they would be willing to postpone the annual meeting for a short period”, that a total replacement of the current board wasn’t a demand – “Yahoo! neglected to mention we were willing to discuss keeping a number of the current board members and Jerry Yang as Chief Yahoo!”; and that “Yahoo tells you the Microsoft proposal precludes the potential sale of all Yahoo! however, they neglect to tell you that that train has left the station in that Microsoft is no longer willing to buy all of Yahoo! with the current board overseeing the company”.
Yahoo! seemed to be more interested in the fate of the Board of Directors than in the benefits of the deal, which irritated both Icahn and Microsoft CEO Steve Ballmer:
I spoke to Goldman Sachs and Roy Bostock on Thursday concerning the breakthrough with Microsoft. A call to discuss the details of the transaction was then set up among Microsoft, Yahoo! and me on Friday afternoon, July 11th. However to my surprise and consternation, on the Friday call Yahoo!, instead of being interested in the Microsoft offer, seemed to me to be focused on who would be running Yahoo!. Finally, Steve Ballmer suggested that we not spend the rest of Friday afternoon on corporate governance. "First tell us if you like the deal," he said.
Icahn includes in his letter some specific information about the terms of the deal, which included a 5 year, $2.3bil per year guarantee of search revenue for searches coming from Yahoo! pages. You can read the full Icahn press release (in PDF form), which is posted on Icahn’s blog.