Yahoo did not take kindly to Carl Icahn’s lambasting of its employee in-case-of-Microsoft-acquisition escape hatch. In a letter addressed “Dear Carl,” Yahoo’s board chairman Roy Bostock, heavy on the dubious adverbs, told Icahn what he could do with his criticism.
One imagines Bostock striking the keys with punctuated furor as he types, or spraying spittle as he dictates phrases like “seriously misrepresents,” “grossly misstates,” and “significantly mischaracterize,” pausing only to sail another dart toward the photographic representation of Icahn’s proboscis. Yeah, a series of pricks for “a series of unsubstantiated allegations.”
Bostock writes: “The claim that the plan gives each of Yahoo!’s employees ‘the right to quit his or her job and pocket generous termination benefits at any time during the two years following a takeover…’ is just plain wrong.”
The retention plan, Bostock clarifies, requires that a change of control takes place “AND” an employee be fired without cause or resign for good reason. Since Microsoft was willing to set aside $1.5 billion for this plan, Bostock fails to see a problem.
He referred to Icahn’s assertions that Yahoo turned down a $40 per share offer and that they deliberately sabotaged a $33 per share offer as “patently untrue.”
And then, there’s Icahn’s fantasy world: “You seem to be under the impression that somehow Microsoft will come back to the negotiating table for a full acquisition of Yahoo!,” says Bostock, a notion he finds “puzzling” after Microsoft walked away and remained open only to smaller arrangements.
Acutely aware of Icahn’s corporate raider history (most sources these days call him an “activist investor”), Bostock closes with palpable exasperation:
“Conspicuously absent from your letter is any credible plan for Yahoo! other than a repetition of your insistence that the Company should sell itself to Microsoft. Indeed, your stated view that ‘the only way to salvage Yahoo! in the long if not short run is to merge with Microsoft’ demonstrates that you have no other plan and causes one to wonder what exactly would happen to our Company if you and your nominees were to take control of Yahoo!.”
Bostock was diplomatic with the word “nominees” there, but the tone has the appropriate ring of “cronies.” Indeed, corporate culture and pride are not part of Icahn’s strategy. It’s more a matter of how far a mule* can be stretched, as a whole or as the sum of its parts.
*Some less squeamish translations have this word as “whore,” but decorum prevents.
