Times Colonist

Battle lines being drawn for annual Yahoo meeting

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SAN FRANCISCO — Yahoo Inc. set plans yesterday to hold its annual shareholde­r meeting Aug. 1 in the heart of Silicon Valley, setting the stage for a showdown with activist investor Carl Icahn, who is mounting a proxy fight for control of the company.

Earlier, the Wall Street Journal reported that Icahn, a billionair­e investor, would seek to remove Jerry Yang as Yahoo chief executive, citing the company’s failure, so far, to reach a merger or partnershi­p deal with Microsoft Corp.

Icahn has proposed an alternate slate of directors for Yahoo’s board, but had not directly targeted Yang over the breakdown in talks early this month for a $47.5-billion deal.

“It’s no longer a mystery to me why Microsoft’s offer isn’t around,” the Journal quoted Icahn as saying.

“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?”

Yahoo fired back in a statement: “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.”

The Sunnyvale, California-based company said Yahoo had been in extensive talks with Microsoft for the last several months, culminatin­g in Microsoft’s decision not to pursue a deal. “Mr. Icahn’s assertions ignore this clear factual record.”

Microsoft said it had no comment on Icahn’s actions.

The two companies are in contact with each other but have nothing to announce at this time, a Microsoft spokesman said.

Yahoo said in a regulatory filing that it had reschedule­d its meeting for Aug. 1 from its originally date of July 3. The annual meeting will take place at The Fairmont hotel in downtown San Jose, which features a 1,000 person ballroom.

Icahn cited details from court documents related to a shareholde­r suit that were unsealed Monday.

The documents showed how Yahoo had taken steps to rebuff a Microsoft takeover bid months before the software maker made its offer public on Feb. 1.

The lawsuit argued that Yahoo had taken aggressive steps to block a deal, including the adoption of a costly plan to retain employees, leading up to a breakdown in negotiatio­ns.

Last week, News Corp. chief executive Rupert Murdoch dismissed Icahn’s role in the Microsoft-Yahoo tangle as a distractio­n. Speaking at “D: All Things Digital” conference in Southern California, he said Icahn was “not serious.”

“Look, he wants to make himself a few hundred million dollars,” Murdoch said. “For Microsoft it is helpful noise. If I were Yahoo, I wouldn’t worry about it.”

Murdoch said his own interest in doing a deal, either with Yahoo or Microsoft, involving his MySpace unit had waned after talks over the past year with both on various partnershi­ps.

He said he was “mystified” by Yahoo’s response to Microsoft’s offer but said he thought Microsoft would eventually reach a deal with Yahoo.

The Journal said Yahoo’s board was due to meet yesterday. Icahn was not immediatel­y available to comment.

Yahoo shares were off 12 cents at $26.28, down less than one per cent on the day, in extended trade shortly after the Nasdaq close.

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