Filed On 7/14/08 9:15am ET · SEC File 0-28018 · Accession Number 928475-8-260
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
7/14/08 Icahn Carl C DFAN14A 7/14/08 1:4 Yahoo Inc Highcrest Investors Corp
Additional Definitive Non-Management Proxy Solicitation Material · Schedule 14A
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
Yahoo! Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Lucian A. Bebchuk
Frank J. Biondi, Jr.
John H. Chapple
Mark Cuban
Adam Dell
Keith A. Meister
Edward H. Meyer
Brian S. Posner
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Vincent J. Intrieri
David Schechter
Mayu Sris
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On July 14, 2008, Carl C. Icahn issued the attached press release containing an
open letter to Yahoo! stockholders.
ON JULY 14, 2008, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF YAHOO! INC.
FOR USE AT ITS ANNUAL MEETING, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF YAHOO! INC. FROM
THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. THE
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WERE DISSEMINATED TO SECURITY
HOLDERS ON OR ABOUT JULY 14, 2008.
Carl C. Icahn
ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF YAHOO!
Contact: Susan Gordon: (212) 702-4309
NEW YORK, NY, JULY 14, 2008. Carl Icahn today issued the following open letter
to Yahoo! shareholders.
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
HIGH RIVER LIMITED PARTNERSHIP
767 FIFTH AVENUE, 47TH FLOOR
NEW YORK, NEW YORK 10153
TEL (212) 702-4300
July 14, 2008
Dear Fellow Yahoo! Shareholders:
Over the years I have attempted to make changes at many companies but I have yet
to see a company distort, omit and twist events and facts in the manner that
Yahoo! has done in their press release issued Saturday night, July 12th.
During the last week, Goldman Sachs called me a number of times asking me to
relate to them any transaction that Microsoft might be interested in transacting
with Yahoo! I discussed with them the possibility of doing a "Search only" deal
wherein Microsoft would purchase "Search" from Yahoo! and pay Yahoo! for any
searches that would originate from a Yahoo! content page. Yahoo! felt that a
deal of this nature would be very interesting, but only if Microsoft would
guarantee the revenue that Yahoo! now received. This would obviously be a great
deal for Yahoo! because Yahoo! would, for five years, receive a minimum of the
$2.3 billion they are currently receiving as long as they continued to supply
the page views and affiliate traffic they now had. Heretofore, Microsoft had
been unwilling to even come close to making this guarantee. However, after I
negotiated with Steve Ballmer for the better part of a week, he agreed to the
guarantee. He also agreed to commit $7.7 billion dollars to the transaction
(consisting of a $1 billion payment for "Search", a $2.8 billion loan and a $3.9
billion tender offer to Yahoo! shareholders). Under the transaction, Yahoo!
shareholders would receive $16.25 per share in distributions (consisting of cash
and securities) and be left with a content company which would have a minimum
guarantee of $2.3 billion per year of "Search" revenue from Microsoft and cost
saving synergies from exiting the "Search" business that Yahoo! has publicly
stated would be $750 million per year (excluding the benefits from reduction of
stock compensation and other non-cash items). However, Microsoft believes the
synergies from Yahoo! exiting "Search" would be far superior and that Yahoo!'s
2009 GAAP operating income would exceed $2 billion. Microsoft would be making a
substantial equity investment in the remaining company at a valuation of $19.50
per share. Furthermore, Yahoo! would be spared the great expense of maintaining
"Search" as well as having to spend billions in developing new technology to
compete with Google and Microsoft - which it is highly doubtful they would be
able to do successfully. Additionally, Yahoo! would be able to avoid the great
risk of seeing "Search" continue to lose market share and eventually melt away.
I spoke to Goldman Sachs and Roy Bostock on Thursday concerning the breakthrough
with Microsoft. A call to discuss the details of the transaction was then set up
among Microsoft, Yahoo! and me on Friday afternoon, July 11th. However to my
surprise and consternation, on the Friday call Yahoo!, instead of being
interested in the Microsoft offer, seemed to me to be focused on who would be
running Yahoo!. Finally, Steve Ballmer suggested that we not spend the rest of
Friday afternoon on corporate governance. "First tell us if you like the deal,"
he said.
THE YAHOO! PRESS RELEASE
a. Yahoo! in their Saturday night press release makes much of the fact that
they were only given 24 hours to decide on the Microsoft offer because of
the time constraints relating to the proxy fight, but neglects to mention
that they were offered more time if they would be willing to postpone the
annual meeting for a short period.
b. Yahoo! conveniently neglects in its press release to tell you about the
extremely important above mentioned guarantees that Microsoft was willing
to make;
c. Yahoo! tells you in their press release that a condition of the deal was
the immediate replacement of the current board and removal of top
management. Yahoo! neglected to mention we were willing to discuss keeping
a number of the current board members and Jerry Yang as Chief Yahoo!
d. Yahoo tells you the Microsoft proposal precludes the potential sale of all
Yahoo! however, they neglect to tell you that that train has left the
station in that Microsoft is no longer willing to buy all of Yahoo! with
the current board overseeing the company.
e. Yahoo!'s press release states that "this odd and opportunistic alliance of
Microsoft and Mr. Icahn has anything but the interest of Yahoo stockholders
in mind", raising the innuendo that I am on Microsoft's side in this
manner. That is patently ridiculous. Since Yahoo! failed to consummate a
transaction with Microsoft this year, I have spent hours and hours
attempting to get the parties together because I believe that it is
beneficial to Yahoo! shareholders to have a deal with Microsoft and I have
worked hard trying to make it happen. It is important to note that my funds
and affiliates own 70 million shares of Yahoo and own no shares of
Microsoft or Google while the current board outside of Jerry Yang owns only
the shares they have received from Yahoo for being directors. My interests
are aligned with yours and not Microsoft and I think it is in our interest
to have this transaction consummated so that we can get value much in
excess of the recent and current market for Yahoo! shares.
In June, Microsoft apparently made a $33 per share offer for all of Yahoo! which
was met with Yahoo countering at $37, thereby rejecting the $33 offer.
Amazingly, before Microsoft decided that it would not buy all of Yahoo! with
this board in place, it offered $33 and was turned down. The Yahoo! press
release indicates that Yahoo!, in rejecting the current Microsoft proposal,
stated that it would do a deal in which the entire company was sold to Microsoft
for $33 per share. It is hard to understand why it turned down $33 and is now
willing to accept it. It is the same obfuscation that is so prevalent in the
rest of the press release. DON'T BE FOOLED.
I believe that, just like the $33 per share offer that was refused by Yahoo! in
early June, refusing the Microsoft offer for the Yahoo! search business is also
another grave mistake that will be deeply regretted. Our company is on a
precipice and our Board seems ready to take the risk of seeing it topple - ARE
YOU, THE REAL OWNERS OF YAHOO!, WILLING TO TAKE THE SAME RISK?
The following are the details of the offer that was presented by Microsoft to
Yahoo! on Friday.
$/share should:
Value to Yahoo! Shareholders No Shares Tender All Shares Tender
---------------------------- ---------------- -----------------
1. Yahoo! distributes $12.5B $9.00 $9.00
in Asian Assets
2. Yahoo! distributes $3.5B $2.50 $2.50
in cash to shareholders
Comprised of $1B from
Microsoft for search, $2.5B
of cash on hand
3. Microsoft offers $2.8B in $2.00 $2.00
preferred debt at 5%
4. Microsoft tenders $3.9B for - $2.77
Yahoo! shares at $19.50
5. Remaining Shares $19.50 $16.73
$16.73 = effective value of
shares after tender
(86% x $19.50
TOTAL VALUE TO YAHOO! SHAREHOLDERS $33.00 $33.00
-------------------------------------------------------------------------------
SEARCH DEAL WOULD INCREASE YAHOO! EBIT TO OVER $2B IN CY09 - REMAINING SHARE
VALUATION REPRESENTS 14.5 X GAAP PRE-TAX INCOME
o Microsoft acquires Yahoo! search assets for $1B in cash
o Microsoft is the exclusive provider to Yahoo! and its partners of paid
search, contextual search and algo search for the term of the deal
o Microsoft guarantees Yahoo! the greater of:
(a) 85% net revenues for the first three years, and 70% of net
revenues thereafter, or
(b) $2.3B per year of after-TAC revenues scaled down in event of
underperformance of Yahoo! US Homepage views and affiliate rev.
o At the end of 5 years, the agreement expires unless Microsoft or
Yahoo! exercise one of the following:
- Microsoft may extend the agreement for 5 years should Microsoft
guarantee $3B net revenues per year
- Yahoo! may extend the agreement for 5 years with Microsoft bound
to guarantee $1.6B per year
o Yahoo! no longer needs to support the costs of employees or
infrastructure of the search business.
o Microsoft will cooperate with Yahoo! to allow Yahoo! to collect data
from its web search to support its display advertising business.
o Microsoft will provide Yahoo! with a limited, non-exclusive IP license
for use of search IP in support of its display advertising platform.
o Yahoo! will guarantee that Microsoft's search will retain equal or
greater prominence throughout the Yahoo! site as Yahoo! search does
today.
Steve Ballmer has made it clear to me that if a new board consisting of my
nominees were to be elected, Microsoft would be willing to enter into
discussions immediately regarding a transaction along the lines described above.
If and when elected, I strongly believe that in very short order the new board
would, subject to its fiduciary duties, be approving an offer along these lines
for its shareholders.
PLEASE VOTE THE GOLD PROXY CARD
Your vote is important. Please act at your earliest convenience.
If you've already signed and returned Yahoo's WHITE proxy card, you can revoke
that vote and cast a new vote by completing, signing, dating and mailing the
GOLD proxy card today.
If your shares of Yahoo Common Stock are held for you by a broker or bank, only
your broker or banker can vote your shares and only after receiving your
specific instructions. In that case, you are asked to complete, sign, date and
mail the voting instruction form today. Please do so for each account you
maintain.
If you need assistance in voting your shares, please call D. F. King & Co.,
Inc., which is assisting us, toll-free at 800-859-8509.
Thank you for your patience, cooperation and support.
Sincerely,
CARL C. ICAHN
Dates Referenced Herein and Documents Incorporated By Reference
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