Yahoo! Tells Icahn to Buzz Off

Yahoo! YHOO warned investor Carl Icahn late Thursday to drop his plans for a proxy fight to force the sale of the company.

In a sternly worded letter, Yahoo! Chairman Roy Bostock said, "We do not believe it is in the best interests of Yahoo! stockholders to allow you and your hand-picked nominees to take control of Yahoo! for the express purpose of trying to force a sale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on."

The letter was in response to a letter from Icahn earlier in the day that said the Internet search giant had "acted irrationally" and lost the faith of shareholders and Microsoft MSFT, which tried to acquire the company at a price of $33 a share, an offer that Yahoo!'s management deemed too low.

In his letter to Bostock, Icahn said he was "perplexed by the board's actions" and accused the board of acting irresponsibly by not accepting an offer from Microsoft that "represented a 72% premium over Yahoo's closing price of $19.18 on the day before the initial Microsoft offer."

Icahn Used Options to Get Edge on Yahoo!

Bostock went into great detail in his letter to show how carefully Yahoo!'s current board reviewed Microsoft's offers to purchase the company.

"Following receipt of Microsoft's proposal, our board of directors has met over twenty times to review Microsoft's proposal and Yahoo!'s other strategic alternatives," he said.

Throughout the process, the board "kept an open mind" and solicited the views of some of the largest shareholders with the intent of "maximizing shareholder value," he noted.

In the end, he said, the board concluded that Microsoft's offer "substantially undervalued the company."

Bostock said Icahn's letter displayed a "significant misunderstanding of the facts of the Microsoft proposal" and the diligent manner in which the board dealt with the situation.

Bostock concluded the letter by saying that Yahoo! continues to "actively explore" strategic alternatives to maximize shareholder value.