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Yahoo! faces battle for the board

Icahn! launches! proxy! war!

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Yahoo! might not have escaped the clutches of Microsoft after all.

Activist investor Carl Icahn has confirmed he will fight to take over Yahoo!'s board of directors in order to force through a takeover by Microsoft.

Icahn, who succeeded in getting board seats at Motorola, today named the ten people he would like to see replace Yahoo's current board of directors.

He described Yahoo!'s recent decision to reject Microsoft's offer for the company as "irrational". The letter, addressed to Yahoo!'s chairman Roy Bostock, said: "It is clear to me that the board of directors of Yahoo has acted irrationally and lost the faith of shareholders and Microsoft. It is quite obvious that Microsoft’s bid of $33 per share is a superior alternative to Yahoo’s prospects on a standalone basis." He said that he, and many shareholders, believed that a combined Microsoft/Yahoo would be a dynamic company and strong enough to compete with Google.

Icahn has now bought 59m Yahoo! shares and asked the Federal Trade Commission for clearance to acquire up to $2.5bn of Yahoo! stock.

What is not clear from the letter is whether Icahn has spoken to Steve Ballmer or anyone else at Microsoft. Microsoft withdrew its offer of $47.5bn because Yahoo! demanded another $5bn. In his letter Ballmer ruled out taking the offer directly to Yahoo! shareholders - the strategy which Icahn is now banking on.

He attached the biographies of his proposed directors - these include Mark Cuban, who sold broadcast.com to Yahoo! for $5bn, venture capitalist Adam Dell and Edward Meyer.

The full letter is here.

Icahn's proposal is likely to go to what promises to be a stormy Yahoo!'s shareholder meeting on 3 July. ®

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