Yahoo!, Icahn Reach Board Agreement

by , 10:15 AM EDT, July 21st, 2008

Yahoo! appears to have averted a planned hostile takeover attempt by billionaire investor Carl Icahn. The agreement will keep CEO Jerry Yang and board chairman Roy Bostock in exchange for appointing Mr. Icahn to the board and nominating nine of his personal choices for two open board positions.

Also as part of the deal to drop the proxy takeover attempt, Robert Kotick will step down from Yahoo!'s board of directors.

Mr Yang commented "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."

Mr. Icahn launched an attack on Yahoo!'s board of directors and was hoping to get his nominations elected in a proxy battle. Had his proxy takeover been successful, he planned to push for a Microsoft buyout.

Microsoft originally presented Yahoo! with an unsolicited buyout offer at the beginning of the year, but that was rejected because the Internet search company was holding out for more money. Negotiations eventually fell apart when Microsoft walked away from the table after deciding Yahoo! wasn't worth the asking price.

Microsoft later aligned with Mr. Icahn and said that it would consider new negotiations, but only if Yahoo!'s board was replaced. Should the companies strike a deal, Microsoft would potentially be in a better position to take on the Internet search advertising leader Google -- a company that Microsoft has not been able to catch up to with its own Internet search offerings.

Mr. Bostock has insisted that the board has been acting in the best interests of shareholders, and he maintained that stance following the agreement with Mr. Ichan. "We are gratified to have reached this agreement, which serves the best interests of all Yahoo! stockholders," he said.

Mr. Icahn seems pleased with the agreement, but isn't giving up on the idea of selling all or part of Yahoo! to the right bidder. "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," he said. "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."

The deal opens the doors for new negotiations with Microsoft, and may also indicate that Yahoo!'s stance to avoid breaking up the company is wavering.