Corporate giants continue to battle it out as Yahoo! Inc. confirms that it has rejected a joint proposal from Microsoft Corp. and activist investor Carl Icahn. The proposal, which granted Yahoo 24 hours to accept or decline—and left no room for negotiation—was given to Yahoo on July 11.
Under the proposal, Yahoo’s search business would transfer to Microsoft and the rest would to Yahoo shareholder Carl Icahn. The agreement also entailed the replacement of Yahoo’s top management and board.
"This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo!'s stockholders in mind,” said Roy Bostock, Yahoo chairman, in a press release. “Clearly, Microsoft, having failed to advance in search, is aligning with the short-term objectives of Mr. Icahn to coerce Yahoo! into selling its core strategic search assets on terms that are highly advantageous to Microsoft, but disadvantageous to Yahoo! stockholders.”
In a Yahoo press release, the proposal was rejected for a number of different reasons. One was that an agreement between Yahoo and Google would reap higher financial benefits with less risk than Microsoft’s offer. Bostock mentioned that Microsoft’s position of refusing to negotiate in such a serious deal is both absurd and irresponsible.
“It is ludicrous to think that our Board could accept such a proposal,” said Bostock. “While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders."
Rejecting the offer, Yahoo repeated its previous stance that it was willing to negotiate a sale of the whole company. Yahoo’s board reiterated that any offer from Microsoft to purchase the whole company would be much more reasonable, and mentioned that a deal could be worked out and executed before August 1.
In an interesting twist, during a June 4 interview on CNBC’s “Fast Money,” Icahn had previously told Yahoo to not sell its business to Microsoft.
"It's crazy for this company now to do this alternative deal and give the store away, because obviously, an alternative deal is a poison pill because once you've done an alternative deal and given the search to Microsoft, you don't need Microsoft to buy you anymore. " Icahn said.
Bostock said that the decision to sell should be up to Yahoo’s stockholders, not Microsoft. He also stated his view on the proposal: "Microsoft and Mr. Icahn are trying to dismantle the Company and deliver our search business to Microsoft on terms that would be disadvantageous to Yahoo! stockholders,”
Microsoft has yet to release a response.