NEW YORK (AFP) — In the latest tit-for-tat over Yahoo, billionaire Carl Icahn renewed accusations Friday that the Internet giant misled shareholders and suggested a joint search deal with Google if Yahoo cannot be sold to Microsoft.
Icahn, who has been amassing Yahoo shares and pressing for a replacement of the Yahoo board following failed merger talks with Microsoft, released a new letter after Yahoo's chairman accused him of misrepresenting the facts.
The letter, addressed to Yahoo chairman Roy Bostock, argued that the company failed to disclose details of an employee severance plan or "poison pill" that would make a takeover more expensive.
"I stand by my characterization of your 'poison pill' severance plan and I find it humorous to see you attempt to defend it," Icahn said.
"Roy, it is you who 'misrepresents and misstates the details' of the plan."
In response to Bostock's comments that he had no plan for Yahoo, Icahn said that if he wrests control of the company, "I intend to ask our new board to hire a talented and experienced CEO ... to replace (chief executive) Jerry Yang and return Jerry to his role as 'Chief Yahoo.'"
If Microsoft refuses a deal, he added, "I will ask our new board do a deal on search with Google, but only if it contains termination provisions that would in no way impede a subsequent acquisition by Microsoft."
He said he would also ask the new board to offer to sell Yahoo to Microsoft "in a friendly and cooperative transaction."
Icahn urged Yahoo to "remove the 'poison pill" severance plan" that he called "a major obstacle to a Microsoft acquisition." He added that Microsoft "does not believe you will ever sell the entire company on a friendly basis. So why don't you stop dancing around the subject and publicly offer to sell the company to Microsoft for 34.375 dollars per share and promise to cooperate completely?"
Yahoo responded again in a brief statement calling Icahn's comments "inaccurate" and saying ending the severance plan would destabilize the company.
Yahoo added: "As we have stated numerous times publicly and privately, we are open to any transaction including a sale to Microsoft if it is in the best interests of shareholders."
The latest barbs sets up a proxy fight at the company's annual shareholder meeting, which has been rescheduled to August 1. Yahoo's board is urging stockholders to reject Icahn's proposed slate of directors.
Icahn said last month in an open letter that Yahoo "completely botched" merger talks with Microsoft and that he was amassing Yahoo stock to oust the board of directors at the shareholders meeting.
Icahn has acquired 59 million shares of Yahoo -- around four percent of its capital -- and had formed a 10-person slate which will stand for election against the current board.
Earlier this week, details of a shareholder lawsuit unveiled in Delaware showed Microsoft offered 40 dollars a share to buy Yahoo in 2007, well above the 31 dollars proposed in January.
Microsoft says it broke off takeover talks in late April after it upped its bid by three billion dollars and Yahoo's board still wanted more.
Icahn Wednesday accused top management of the Internet giant of deceitful actions to sabotage a takeover bid from Microsoft worth at least 44 billion dollars.
In a letter released hours later, Roy Bostock argued that Icahn "seriously misrepresents and manipulates the facts" of the situation.
Bostock defended an employee retention plan -- estimated by Icahn to cost 2.4 billion dollars or more in severance payments in the event of a takeover as a way "to help us preserve and enhance shareholder value by allowing Yahoo to continue to attract and retain the industry's best talent, and to allow employees to stay focused on implementing Yahoo's business strategy."
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