Kara Swisher

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BoomTown Decodes Carl Icahn’s Latest Letter to Yahoo (The Crazy Eddie Edition)

Break out the sedatives, because Carl Icahn is getting mighty tetchy with Yahoo CEO Jerry Yang and the board of directors of the troubled Internet company!


In yet another letter to Yahoo Chairman Roy Bostock, the ever-grumpier billionaire investor, who is waging a proxy fight against Yahoo (YHOO) and seeking to oust Yang and crew, stepped up the volume to Crazy Eddie levels today.

It’s almost too juicy to require translation, as the veins practically pop out in Icahn’s letter from all the agita he seems to be experiencing over this botched takeover.

Icahn writes: Dear Mr. Bostock:

I have long been cynical about the effectiveness of many of the boards and CEOs in this country and as a result the inability of our companies to compete.

I have constantly complained about how far CEOs and boards will go in order to retain their jobs, yet even I am amazed at the length Jerry Yang and the Yahoo board have gone to in order to entrench their positions and keep shareholders from deciding if they wished to sell to Microsoft.


Translation: And I thought Dick Parsons of Time Warner (TWX) was a potted plant! But you guys make him look like the Road Runner, which is a very nice Warner Bros. brand, I might add.

Icahn wrote: According to details in a complaint that I became aware of yesterday (details Yahoo fought to keep under seal), Jerry Yang and a majority of the board went to inordinate lengths to sabotage a Microsoft bid.

The complaint states: “Viewing employee retention as Microsoft’s Achilles heel, Yang engineered an ingenious defense creating huge incentives for a massive employee walkout in the aftermath of a change in control. The plan gives each of Yahoo’s 14,000 full-time employees the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover, by claiming a ‘substantive adverse alteration’ in job duties or responsibilities.”

The damage to Microsoft “is compounded by the fact that Yahoo’s thousands of engineers, known as ‘Technical Yahoos!,’ have detailed job responsibilities and qualifications.”

Translation: I am playing brain dead here, even though everyone and their grandmother knew exactly what Yang was doing at the time with that massive and costly severance plan.

But, with a little verbal foot-stamping and some grumbly sounds, I think it approximates an appropriately hysterical level of outrage and surprise.

Icahn wrote: Most importantly, Microsoft might never be able to trust a CEO and board who, while claiming to be negotiating in good faith, went behind their back and adopted a “plan,” which not only sabotages any Microsoft acquisition but went so far as to completely disable its own ability to rescind the “plan” as long as Microsoft’s offer remains pending.

Until now, I naively believed that self-destructive doomsday machines were fictional devices found only in James Bond movies. I never believed that anyone would actually create and activate one in real life. I guess I never knew about Yang and the Yahoo Board.

In my opinion, it will be extremely difficult for Microsoft or other companies to trust, work with and negotiate with a company that would go to these lengths.


Translation: Outrage! Foot-stamping! Grumbling! Acting like the once-thuggish Microsoft (MSFT) doesn’t actually admire this tactic by Yahoo in its secret heart of hearts.

And now, the piece de resistance, I compare Yang to Ernst Stavro Blofeld, as translated by Mike Myers’ Dr. Evil (One millllllliiiiioooooon dollars!).

What next from you evil-doers? A shark with a nuclear bomb attached in my lap pool? Painting me all gold and purple? Perhaps suspending me and a lovely disposable Bond girl high above a tank of piranhas?

But I am 0000000007, a billionaire’s secret agent number, so bring it on!

Icahn wrote: It is insulting to shareholders that Yahoo for the last month has told us that they are quite willing to negotiate a sale of the company to Microsoft and cannot understand why Microsoft has walked away.

However, the board conveniently neglected to inform shareholders about the magnitude of the plan it installed which made it practically impossible for Microsoft to stay at the bargaining table.

Could this have been the problem?

Translation: I like the silly focus on “the plan,” don’t you? It sounds so sneaky and naughty.

Even though, truth be told, Microsoft’s Steve Ballmer has publicly pointed to the ad outsourcing deal with its archrival Google (GOOG) that Yahoo is considering, as well as the price it is willing to pay, as the software giant’s main deal blockers.

Icahn writes: Even more deceitful are Yahoo’s actions toward its own employees, for whom you claimed to have set up the “plan.”

Management neglected to mention to these same employees that Microsoft in its proposals had earmarked $1.5 billion of retention incentives (representing over $100,000 per employee) meant to allay any employee concerns.


Translation: Again, “The Plan” sounds spooky, doesn’t it? M. Night Shyamalan is set to make a movie of it, just like “The Sixth Sense.” The tag line: “I see overcompensated geeks!”

Icahn wrote: Ironically, according to the complaint, this is not the first time that Yahoo has denied shareholders the opportunity of selling to Microsoft at a large premium.

According to the complaint, in January 2007 Microsoft offered to purchase Yahoo at $40 per share, but the company rejected that proposal.

On January 31, 2008, Steve Ballmer emailed a letter to Jerry Yang and Roy Bostock making a new proposal of $31 per share.

The letter recounts Microsoft’s prior efforts to acquire Yahoo and noted that Microsoft had given Yahoo time to implement business strategies designed to turn the company around.

These strategies obviously didn’t work.

The letter went on to state: “Our proposal represents a 62% premium above the closing price of Yahoo common stock of $19.18 on January 31, 2008.”

Yahoo not only turned down this proposal, but sabotaged it.

An article in CNET News cited in the complaint sums it up by stating, “Yahoo may indeed agree to Microsoft’s [offer], but it will be over Jerry Yang’s dead body.”


Translation: Dead bodies! I smell a hit movie! Hello, Oscar!

I wonder if Michael Douglas should play me again?

Greed, by the way: Still good!

Wait, I am being distracted from the issue at hand, which is: Was the board and former CEO Terry Semel high not to accept that $40 a share last year?

Smoking, I might add, is very bad for your health.

Icahn wrote: I and many of your shareholders believe that the only way to salvage Yahoo in the long, if not short run, is to merge with Microsoft. However, because of HSR considerations, to complete a merger of this magnitude will take a period of time.

Even if by some stretch of the imagination the Yahoo board finally determines to do the rational thing and sell the company, I fear that, in light of Yang and the board’s recent actions in response to Microsoft’s overtures, it may be too late to convince Microsoft to trust Yang and the current board to run the company during that period while Microsoft sits on the sidelines with $45 billion at risk.

Therefore, the best chance to bring Microsoft and Yahoo together is to replace Yang and the current Yahoo board with a board that will negotiate in good faith with Microsoft and in whom Microsoft will have trust to operate the company during the long period between signing and closing.

Translation: Please step down now! No? Pretty please? (It was worth the try.)

Of course, Microsoft trusts me less than you to run the place, but let’s leave that pertinent point aside here, shall we?

Icahn wrote: You stated in a press release yesterday that, “Yahoo’s board of directors, including Jerry Yang, has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders.”

However, this is not crystal clear to me. You have allegedly turned down a $40 offer. You have turned down and sabotaged a $33 offer. Instead, you appear willing to negotiate an “alternative” deal that, in my opinion, will be worth less than $33, but will entrench the board and Jerry Yang.

I understand how these actions are in the best interests of management and a board whose members each receive $40,000 per month for several days work, but it is hard for me to understand how these actions are in the “best interests of the shareholders.”


Translation: To make my point, let me channel Jack Nicholson in “A Few Good Men” here, with me playing Jack and Yang Tom Cruise:

Icahn: Ever served in a forward area?

Yang: No sir.

Icahn: Ever put your life in another man’s hands, ask him to put his life in yours?

Yang: No sir.

Icahn: We follow orders, son. We follow orders or people die. It’s that simple. Are we clear?

Yang: Yes sir.

Icahn: Are we clear?

Yang: Crystal.

Icahn wrote: However, despite your actions to date, there is still some possibility that you can resuscitate a Microsoft offer for the company.

The board can rescind the “severance plan” that is the largest impediment to a Microsoft deal. You currently can do this, because Microsoft withdrew their bid 30 days ago.

It is time for you to stop misleading your shareholders with respect to Microsoft.

It has been reported today that when asked to talk about the Microsoft bid, [Yahoo President] Sue Decker indicated that Microsoft made an offer which Yahoo’s board didn’t feel was at an attractive enough price.

However, one doesn’t have to be a rocket scientist to realize there is a simple method to possibly achieve a higher price.

Simply rescind the poison pill “severance plan,” which would free up approximately $2.4 billion and possibly even more which could be added to the bid.

It is also time to admit to your shareholders that the severance plan was not done for your employees (who you conveniently neglected to inform that Microsoft had earmarked $1.5 billion in retention incentives for), but rather was done simply as an entrenchment device and to impede a Microsoft bid.

If you are not completely disingenuous in your protestations concerning doing “the right thing” for shareholders, you should rescind the severance plan expeditiously and determine if Microsoft is still willing to purchase our company and thereby create a true competitor for Google.

I can only hope that you will finally do what is in the “best interests of the shareholders.”


Translation: My “plan” is to say “the plan” as much as possible, until I drive everyone nuts and take their eye off the ball, which is getting more money for me in this digital briar patch, as the only “shareholder” that I actually care about.

I threw in the “one doesn’t have to be a rocket scientist” dig, because I am not one in any way whatsoever and still have my secretary print out my emails.

By the way, what is this Facebook thingamajig people keep talking about as another Microsoft target? Do you have to be a rocket scientist to join it?

Icahn wrote: Sincerely yours,


Translation: Still as insincere as ever!