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Yahoo! counts! the! reasons! it's better! off! without! Microsoft!

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Tired of taking it on the chin from bully activist investors, Yahoo! executives are counting the reasons why they're better off forging a advertising partnership Google rather than selling the company's search business to Microsoft.

In a letter to shareholders CEO Jerry Yang and chairman Roy Bostock said the Microsoft plan "would also have given Microsoft veto rights" on such things as a future sale of Yahoo. As a result, the pact it signed with Google earlier this month is much more attractive than anything it could have gotten from Redmond.

"While Microsoft's search-only hybrid proposal may have been helpful to Microsoft, our board and management concluded it would have had a significant adverse impact on Yahoo! strategically, leaving the company without the operational control of search assets and technology we view as critical to our objective of becoming a leader in the converging search and display advertising business," the letter stated.

The executives also said Yahoo's board of directors tried to get Microsoft to sweeten the terms of its offer, but that the efforts ultimately failed.

If Yang and Bostock sound just a tad defensive, investor Carl Icahn may have something to do with it. Arguing that a deal with Microsoft is more beneficial to shareholders, he is calling for Yahoo's current board members to be replaced with a slate of nominees who would approve the deal.

The Yahoo executives urged shareholders to reject Icahn's plan, calling it an "ill-advised agenda." ®

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