Toronto Star

YAHOO FIGHT

Hedge fund moves to replace board at struggling Internet giant, in what could be a precursor to ousting Marissa Mayer as CEO,

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NEW YORK— Starboard Value LP nominated an entirely new board at Yahoo on Thursday, setting up a fight for control of the faded Internet company.

Starboard, which owns about1.7 per cent of outstandin­g shares, sent a letter to Yahoo investors that said company leaders have failed to deliver results. The hedge fund says significan­t change is needed “to hold management accountabl­e and properly oversee any operationa­l turnaround plan, separation or sale of assets.”

Yahoo CEO Marissa Mayer sits on the board and has said she wants to continue leading the company. It is not clear what the attempted coup means for her. “The management team and board of Yahoo have repeatedly failed shareholde­rs,” Starboard wrote in its letter to shareholde­rs. “Time and again, operating results have been decidedly negative and materially worse than management’s guidance and external expectatio­ns.”

Yet Starboard may simply be applying pressure with the hope that it can assert its influence immediatel­y.

Starboard said in its letter that it hopes that it can reach a “mutually agreeable resolution with Yahoo that would allow us to get involved sooner to ensure a good outcome.”

Yahoo said Thursday that it would review the letter and respond.

Starboard’s board nominees include Eddy Hartenstei­n, former CEO of Tribune Co.; and Jeffrey Smith, CEO of Starboard and chairman of Darden Restaurant­s Inc. Also among nominees is Rick Hill, who oversaw a rapid expansion at computer chip company Novellus Systems.

Tension between Starboard and

“The management team and board of Yahoo have repeatedly failed shareholde­rs.” STARBOARD HEDGE FUND IN LETTER TO SHAREHOLDE­RS

Yahoo has been escalating. Yahoo named two new directors earlier this month, a manoeuvre that likely agitated Starboard. Starboard has suggested a major change in leadership is needed, and that could include Mayer, who has cut staff and jettisoned assets in a bid to turn Yahoo around. Mayer has been CEO since July 2012.

Yahoo, based in Sunnyvale, Calif., has been trying to reverse a prolonged decline in its revenue and figure out a way to avoid paying taxes on the gains from a roughly $28 billion (U.S.) stake that it holds in China’s e-commerce leader, Alibaba Group.

Mayer is pushing to lay off 15 per cent of its workforce and shed un- profitable services to reduce expenses and sharpen the company’s focus on mobile, digital video and core operations such as sports and finance. Mayer is also trying to pull off a complicate­d spinoff that would break off Yahoo’s Internet operations into a newly formed company to shield the Alibaba stake from taxes.

Starboard and other shareholde­rs want Yahoo to sell its Internet operations as soon as possible. That demand is based largely on the belief that revenue is bound to fall even further as more digital advertisin­g flows to the industry leaders, Alphabet Inc.’s Google and Facebook Inc.

Yahoo’s board says it is still backing Mayer, but it also signalled that it is receptive to selling the Internet operations last month by hiring three investment banks to solicit offers. Analysts believe the most likely bidders are Verizon Communicat­ions Inc., AT&T Inc., Comcast Corp. and a private equity firms that specialize in buying troubled companies.

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 ?? JULIE JACOBSON/THE ASSOCIATED PRESS FILE PHOTO ?? Yahoo’s current board of directors has said it supports CEO Marissa Mayer as she attempts to sell off the troubled company’s Internet operations.
JULIE JACOBSON/THE ASSOCIATED PRESS FILE PHOTO Yahoo’s current board of directors has said it supports CEO Marissa Mayer as she attempts to sell off the troubled company’s Internet operations.

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