Icahn names Yahoo's dissident dream team, including Cuban, Biondi, Chapple
In the opening move of a game he plays better than anyone alive, billionaire investor Carl Icahn has named a powerhouse team of investors and executives who would be ready and willing to lead Yahoo into a big future with Microsoft.
The dissident proxy slate of Yahoo directors proposed this morning by Icahn Capital chief Carl Icahn is comprised of frequent Icahn allies associates, along with extremely accomplished executives and investors. Icahn unveiled his team this morning in an open letter to Yahoo Chairman Roy Bostock.
"It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft," Icahn's letter to Bostock begins. "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."
Backing Icahn up in his plan to reshape the online landscape are some powerhouse names, including Nextel founder John Chapple (reportedly one of Microsoft's choices for its own would-be proxy slate), legendary mutual fund manager Brian Posner, New Line Cinema Co-chairman and Co-CEO Robert Shaye, former Universal Studios chief Frank Biondi -- one of Hollywood's most respected former executives -- and another billionaire investor-slash-household name, Dallas Mavericks and HDNet owner Mark Cuban.
Also on that list is Icahn himself, of course. It wasn't stated who would necessarily be elected chairman of that board, though it's a fair bet that Icahn would be the leading candidate.
Icahn's goals obviously include big short-term gains. He wants to replace Yahoo's existing board that was opposed to a Microsoft buyout at all costs, with a team more copacetic to the notion. But the fact that Icahn's team represents not just Wall Street investors but seasoned managers in their own right points to the possibility of an unspoken long-term goal: a big hand in the oversight of a much bigger company.
In just the last few weeks, Icahn has become a major Yahoo investor and plans to become bigger one, according to his own letter. He purchased 59 million more shares and share-equivalents of Yahoo stock, and has signaled with the US Federal Trade Commission his intention to purchase more shares worth $2.5 billion. Outside estimates are that Icahn already owns 2.5% of Yahoo, and this purchase may bring his stake up to 4% -- not huge, but certainly enough to give him a platform when he addresses shareholders on July 3.
Since a Microsoft merger is the stated, outright goal of this nomination, its success would make his Icahn Capital venture a principal investor in a newly combined Microsoft Corp. Certainly some of his proposed alternative Yahoo board -- including, most likely, Chapple -- would be open to the notion of being seated on Microsoft's board in a post-merger scenario.
According to a filing last February with the US Securities and Exchange Commission, Icahn Capital did not have a major stake in Microsoft, and did not hold one in Yahoo either at that time. Curiously, though, he does continue to own about a third of a billion in combined stocks in Time Warner, the parent company of AOL -- which is one of the companies Yahoo was seen associating with, in order to fuel speculation about "strategic alternatives" that could thwart a Microsoft buyout.
"While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger," Carl Icahn wrote Roy Bostock this morning, with his usual sense of perfect word choice. "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."
The other "strategic alternative" involves a combination or partnership with Google. Icahn wants none of that -- and incidentally, he is not a major Google shareholder.
Yahoo's current board of directors includes the managing director of Softbank Capital and former Ziff-Davis publishing executive Eric Hippeau, Activision Chairman and CEO Robert Kotick, Northwest Airlines Chairman Emeritus Gary Wilson, and Arthur Kern, the chairman of American Media which publishes the National Enquirer. Yahoo did not have a public comment on Icahn's move this morning.