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Editor: Eric C. Chaffee
Univ. of Toledo College of Law

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Friday, May 16, 2008

Yahoo Responds to Icahn

The Yahoo board responded to Carl Icahn's proxy contest to replace Yahoo's ten directors in a letter stating that:

Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo!'s ten-member board, comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and most qualified group to maximize value for all Yahoo! stockholders.

Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. ...

From the beginning of the process with Microsoft, Yahoo!'s independent directors focused on one central goal: how best to maximize stockholder value.

The letter goes on to detail the process of the Yahoo board's deliberations about the Microsoft bid and concludes:

In short, Yahoo!'s board was at every point in this process prepared to enter into a transaction with Microsoft that would maximize stockholder value--and included certainty of value and closing. What Yahoo!'s independent board refused to do was to allow control of this company to be acquired for less than its full value.

http://lawprofessors.typepad.com/securities/2008/05/yahoo-responds.html

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