SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
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Filed by a Party other than the Registrant [x]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] 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)
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On July 7, 2008, Carl Icahn issued a press release containing an open letter to
Yahoo! shareholders, a copy of which is filed herewith as Exhibit 1 and was also
posted on Mr. Icahn's blog, which is located at www.icahnreport.com.
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
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO STOCKHOLDERS OF YAHOO! INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION IS CONTAINED IN THE
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JUNE 26, 2008.
EXHIBIT 1
Carl C. Icahn
ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF YAHOO!
Contact: Susan Gordon: (212) 702-4309
NEW YORK, NY, JULY 7, 2008. Carl Icahn today issued the following open letter to
Yahoo! shareholders.
SECURITY HOLDERS ARE ADVISED TO READ THE 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, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF YAHOO! INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION IS CONTAINED IN THE
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JUNE 26, 2008.
Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153
July 7, 2008
Dear Yahoo! Shareholders:
During the past week I have spoken frequently with Steve Ballmer, CEO of
Microsoft. Several of our conversations have lasted as long as an hour. Also, a
few of our discussions have taken place while other top executives, such as
Kevin Johnson, participated. Our talks centered on the industry in general but,
more importantly, on how Yahoo! and Microsoft can do a transaction together.
Steve made it abundantly clear that, due to his experiences with Yahoo! during
the past several months, he cannot negotiate any transaction with the current
board. His logic is simple. If and when a transaction was consummated, Microsoft
would be guaranteeing a great deal of capital at closing. However, a transaction
could take at least nine months and perhaps longer to obtain regulatory
clearance in the U.S., Europe, and elsewhere. During that period, if the current
board and management team of Yahoo! mismanage the company (and their recent
track record is far from reassuring), Microsoft would be putting its money at
risk and a great deal could be lost.
For example, in a transaction to purchase the whole company, a very large
amount of capital would be due at closing. Even in an "alternate" transaction,
where just the "Search" assets were purchased, large guarantees would have to be
made and, again, large sums could be lost if the company was mismanaged.
Microsoft perceives this risk may be quite high with the current board and
management in place. However, Steve made it clear to me that if a new board were
elected, he would be interested in discussing a major transaction with Yahoo!,
such as either a transaction to purchase the "Search" function with large
financial guarantees or, in the alternative, purchasing the whole company. He
stated that Microsoft would be willing to enter into discussion immediately if
the new board that has been nominated were elected. While there can be no
assurance of a future transaction, as many of you know, I have negotiated
successfully a large number of transactions over the past years. If and when
elected, I strongly believe that in very short order the new board would,
subject to its fiduciary duties, be presenting to shareholders either a purchase
offer for the whole company or a very attractive offer to purchase "Search" with
large guarantees. I hope to continue to be speaking to Steve over the next few
weeks; however, since I do not as yet represent the Yahoo! board, both Steve and
I do not wish to get into details over price, or even which of these
transactions makes the most sense.
Much has been said about how badly the Yahoo! board has "botched up"
negotiations with Microsoft over the past months. There is no need to keep
pointing out the mistakes I believe Yahoo! made by not immediately taking a $33
offer made by Microsoft. But one thing is clear - Jerry Yang and the current
board of Yahoo! will not be able to "botch up" a negotiation with Microsoft
again, simply because they will not have the opportunity.
Our company is now moving toward a precipice. It is currently losing market
share in its "Search" function; our current Board has failed to bring in a
talented and experienced CEO to replace Jerry Yang and return Jerry to his role
as Chief Yahoo!, and currently it is witnessing a meaningful exodus of talent.
It is no secret that Google (which hired a great operator as CEO) continues to
dramatically outperform Yahoo!. According to publicly available information,
Google's income from operations grew 59% per year over the last two years while
Yahoo!'s shrank 21% per year. However, none of the above has caused the Yahoo!
board to hesitate in paying themselves $10,000 per week. IT IS TIME FOR A
CHANGE.
If elected, I have little doubt that the new board, subject to its
fiduciary duties, will do what the current board will not do, i.e.,
o Immediately start negotiation with Microsoft to sell the whole company
or, in the alternative, sell "Search" with large guarantees.
o Move expeditiously to replace Jerry Yang with a new CEO with operating
experience.
Sincerely yours,
CARL C. ICAHN