Recent Event Highlights: Yang announces he is to step down, Yahoo rescheduled shareholder meeting, Last expected date for Yahoo shareholder meeting, Yahoo board agrees deal with Carl Icahn, AGM -11: Yahoo and Icahn reach deal, says WSJ, AGM -15: Yahoo calls Icahn proposal "risky" to share value, and 24 more...
Created by fb*502911729 on Feb 15, 2008
Last updated: 03/12/10 at 03:03 AM
A recount demanded by one of the biggest shareholders shows that Jerry Yang and Roy Bostock were opposed by between one-third and one-fifth of shareholders.
Icahn vs Yang: the grudge match. This will be when the two sides will find out who has the greater power: the board, or the shareholders.
Yahoo had previously said the meeting at which directors will be nominated by shareholders would be held before this date. Then it changed its mind...
Carl Icahn is offered one of three seats on the executive board as peace unexpectedly breaks out.
A prominent Yahoo shareholder has proposed that a composite board from current management and rebel shareholder nominees should take over the company.
Ahead of a showdown at the company's annual general meeting on August 1, hedge fund founder Eric Jackson wants shareholders to vote to keep five of the current board and bring in only four new executives from the slate of nine proposed by Carl Icahn, the billionaire investor trying to take over the firm.
The Wall Street Journal reports: Yahoo Inc. said Monday it reached agreement to settle a proxy battle with activist shareholder Carl Icahn, whereby it will expand its board by two members and appoint Mr. Icahn to the board.
The billionaire investor, who owns 5% of Yahoo, had been waging a proxy war with the company over Yahoo's rejection of a bid by Microsoft to buy the company. Shares of the Internet portal fell 3% to $21.80 in premarket trading.
Yahoo said eight members of its current board will stand for re-election, including Chief Executive Jerry Yang, while one member -- Robert Kotick -- won't. The board will be expanded to 11 members, with the two remaining seats chosen by the board from a list of nine candidates running as part of Mr. Icahn's slate. The list of nine candidates includes eight Mr. Icahn had previously put forth along with Jonathan Miller, the former Chairman and CEO of AOL.
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In a letter posted on its site, Yahoo mocked the alliance between Icahn and Microsoft as an "odd-couple collaboration" which it says "continues to make misleading statements about their plans for Yahoo." It dismisses Icahn as "a well-known corporate agitator."
"Your board of directors believes strongly that the Icahn-Microsoft agenda -- as presented to us jointly last week -- will destroy stockholder value at Yahoo, serving only their very narrow special interests, clearly not your interests," Yahoo said.
Yahoo highlighted some steps designed to boost its share price. The company publicly acknowledged that it was seeking ways to "unlock the value of our Asian assets" -- holdings primarily in Japan and China worth around $9 of Yahoo's $22.77 share price.
“Do you let the fox in the henhouse?”
So asked Jerry Yang, Yahoo’s co-founder and chief executive, as we chatted for more than an hour one afternoon last week at Allen & Company’s annual conference here.
The fox in question, of course, is Carl Icahn, the activist investor who is trying to oust Mr. Yang and the Yahoo board so he can sell the company to Microsoft. “I don’t mean to impugn anyone’s personal integrity,” Mr. Yang quickly added. Let it never be said that Mr. Yang lacks manners.
Yahoo — and Mr. Yang’s fate — were Topic A at the annual billionaires’ summer camp, as rival moguls gossiped about whether Yahoo would end up in the hands of Microsoft. While Mr. Yang casually smoked a cigar Thursday evening outside of the bar with Richard Parsons, the chairman of Time Warner — who himself battled with Mr. Icahn two years ago — the debate was raging at virtually every table.
Microsoft has issued a release today accusing Yahoo of making inaccurate statements in its announcement over the weekend that it had received and rejected a new offer from Microsoft and investor Carl Icahn.
Yahoo had asserted that Microsoft made a “ludicrous” new offer that included a 24-hour deadline for a response on a proposal in which Microsoft would acquire Yahoo’s search business and the rest of the company would come under Icahn’s control.
Microsoft says that the new proposal was submitted Friday “at the request of Yahoo Chairman Roy Bostock as a result of apparent attempts by Mr. Icahn to have Microsoft and Yahoo engage on a search transaction on terms Mr. Icahn believed Microsoft would be willing to accept and which Microsoft understands Mr. Icahn had discussed with Yahoo.”
The company said Bostock called Microsoft CEO Steve Ballmer’s office Thursday to arrange a call. On that subsequent call, Microsoft says, Bostock told Ballmer that “with substantial guarantees on the table and an increase in the TAC (traffic acquisition cost) rate, there are the pillars of a search only deal to be done.” According to Microsoft, Bostock encouraged Ballmer to submit a new proposal to Yahoo for a search-only deal reflecting these terms.
Yahoo Inc. disclosed Saturday night that it had received and rejected a joint proposal from Microsoft Corp. and Carl Icahn for a restructuring that the Internet giant said would have included the acquisition of its search business by Microsoft.
With 25 days to go until the shareholder meeting, Microsoft confirmed today that it has met with key Yahoo investor Carl Icahn to discuss a deal to renew its takeover offer for the company and oust co-founder Jerry Yang.
In a lengthy letter to Yahoo shareholders, Icahn sought to reassure both Microsoft and Yahoo shareholders about the financial benefit of a deal, and said he wanted Yahoo to "move expeditiously to replace Jerry Yang with a new chief executive".
The original date for the Yahoo shareholder meeting at which directors would be nominated - but challenges from Carl Icahn and aggrieved shareholders led Yahoo to postpone it.
The meeting will now be held "by the end of July".
US anti-trust regulators have opened an investigation into Yahoo's search advertising partnership with Google to examine if the $800m (£403m) a year deal restricts competition in the market.
In a letter to Yahoo's chairman Roy Bostock, Carl Icahn said that the company should be sold for $49.5bn - about $2bn above Microsoft's last offer (of $33 per share).
The Icahn price works out to $34.375 per share. Yahoo had said Microsoft should offer $37 per share. Yahoo shares that day traded at about $26.
Carl Icahn said he will seek to oust Jerry Yang as Yahoo's CEO if a bid to take control of the company's board is successful. His stepped-up rhetoric came a day after a shareholder lawsuit against Yahoo was unsealed, shedding new details on the negotiations between Yahoo and Microsoft. Mr. Icahn's ire was focused in large part on a severance plan enacted by Yahoo, and outlined in the lawsuit, that would have added to Microsoft's costs. "It's no longer a mystery to me why Microsoft's offer isn't around," Mr. Icahn said. "How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone."
Activist shareholder Carl Icahn receives regulatory approval to buy a further $1.5bn stake in Yahoo, taking his total shareholding to $2.5bn
Yahoo announces it has delayed its annual shareholder meeting to try to postpone an impending shareholder revolt
Veteran US tycoon T Boone Pickens joins Icahn's takeover attempt, buying up $250m of Yahoo shares
Two weeks after the collapse of takeover talks, Yahoo and Microsoft instead start to discuss a joint venture around web advertising or a possible outsourcing of Yahoo's search advertising business to Microsoft.
Billionaire investor Carl Icahn accuses Yahoo or being "irresponsible" in turning down Microsoft's offer, and announces he has spent $1bn on Yahoo stock.
He nominates ten new executives for the Yahoo board, including Broadcast.com founder Mark Cuban, threatening to put them forward if Yahoo's management does not accept a takeover deal from Microsoft
Analysts spend two weeks awaiting Microsoft's next move, expecting the firm to initiate a hostile takeover by proposing an alternative slate of directors to be voted in at the next Yahoo annual shareholder meeting.
Instead, Microsoft issues a statement officially withdrawing its bid for Yahoo, stating that chief executive Jerry Yang refused to accept a $47.5bn offer and was instead pushing for $53bn
Yahoo's financial results for the first three months of 2008 are above expectation - but not enough to inspire a higher bid from Microsoft
News Corp is in the "sensitive stages" of working out a joint bid with Microsoft. The deal could involve combining News Corp's MySpace, Microsoft's MSN and, if the takeover goes through, Yahoo's web properties. Crucially for Microsoft, the partnership could also see News Corp putting in more cash so that Microsoft could raise its offer for Yahoo.
Sources say the two sides are close to closing a deal that would merge Yahoo and AOL's web service, excluding AOL's withering internet service provider business. AOL would take a 20% stake in Yahoo, and the whole deal would value AOL at $10bn.
Crucially, that cash would allow Yahoo to buy back a few billion dollars of its stock and grab back more control in the face of any hostile takeover by Microsoft
Anything, apparently, is better than a Microsoft takeover - even partnering with sworn enemy Google. A two-week trial will see Yahoo using Google's AdSense ads on the side of no more than 3% of its US search listings. Yahoo was clear that this was not a commitment to a long-term deal; everyone else yelled "monopoly"
Yahoo again insists the offer was just not enough and, in an increasingly personal tone, said Microsoft's letter had "mischaracterised the nature of the discussions" between the two firms.
While not ruling out a deal with Microsoft, the company said it would have to be "at a price that recognises the value of Yahoo" and that it was open to alternatives
Microsoft appears bored with the stalemate and publishes an open letter to Yahoo's board. This gives the firm three weeks to accept its cash and shares takeover offer which, because of Microsoft's falling share price, has fallen in value from $44.6bn to $42bn since January 31
Trying to prove that Microsoft's bid undervalues the firm, Yahoo sets out a three-year plan showing its revenue potential. The share price rises 5%
Rupert Murdoch seems to back away from a Yahoo deal, saying he didn't want to "get into a fight with Microsoft"
Yahoo faces a fresh round of lawsuits from shareholders who allege the company is not acting in their interest by rebuffing the Microsoft offer.
The first rumours of a partnership surface, as Yahoo tries to head off the Microsoft takeover. Google already owns 5% of AOL, a deal made in December 2005 to head off a rival bid by Microsoft.
The $44.6bn offer divides the Yahoo board, with some executives saying the company has become too emotional about the takeover issue without prioritising shareholder interests
Reports claim Yahoo has entered talks with US media company News Corporation about a possible merging of their online assets. Discussions between the companies focus on a potential combination of News Corp's MySpace with Yahoo
Bill Miller, a fund manager at Legg Mason, Yahoo's second biggest investor, urges Microsoft to raise its offer. Miller values the stocks at $40 (£20) each, disagreeing with Microsoft's offer of $31 a share.
Yahoo officially rejects Microsoft's offer After ten days of consideration. The board of Yahoo believes Microsoft's offer undervalues the company. The board's official response to Microsoft implies that a higher offer from them (perhaps $40, as had been offered in 2007) or another company might be more successful.
Yahoo stock prices hit $29.04 (£14.52) after rising from $19.13 (£9.56) on the eve of Microsoft's bid. At the same time, Microsoft's share price slips.
Microsoft announces it may borrow money to fund its bid to purchase Yahoo. The company has never before borrowed money. At this point, Microsoft is expecting Yahoo's board to quickly accept its offer.
Google discusses an escape route for Yahoo. Yahoo would outsource advertising and search to the rival firm, boosting revenues but retaining its independence. The next day, Google sees its share price drop below $500 for the first time in six months as investors grow concerned about the economic climate and the impact of a possible Microsoft/Yahoo deal
Gavin Esler interview Charles Arthur, technology editor of The Guardian, and Robert Scoble, formerly of Microsoft, about the proposed takeover.
The deal, which the board of Yahoo is considering, would bring together one of the internet's largest and oldest destinations, Yahoo, with Microsoft's MSN platform in the biggest internet merger since AOL bought Time Warner for $112bn in 2000.
As well as Microsoft's software business, centred around its Windows operating system, the merged group would span online services from internet search and news to email and instant messaging. Yahoo also owns the popular photo sharing site Flickr and social bookmarking service del.icio.us.
Documents released by the judge in a Delaware court in June 2008 reveal that Microsoft made an approach to Jerry Yang with a $40-per-share offer - which he rejected.