SAN FRANCISCO(AP)
One of Yahoo Inc.'s largest shareholders is supporting the
re-election of the Internet company's incumbent board,
delivering a significant blow to an attempted coup being led by
activist investor Carl Icahn.
With Friday's announcement, Legg Mason Capital Management
Inc. became the biggest major Yahoo shareholder to publicly declare
it will vote for the nine current directors _ a group that has been
under fire since Microsoft withdrew a $47.5 billion takeover bid 2
1/2 months ago in a disagreement over price.
Legg Mason, a mutual fund manager, owns 4.4 percent of
Yahoo's stock.
The final ballots in Yahoo's battle with Icahn will be cast
at the company's annual meeting Aug. 1.
Signaling that Yahoo is pulling out all the stops in its
campaign, the company on Friday began promoting its argument
against Icahn on the main page of its Web site _ one of the
world's most trafficked online destinations.
Icahn, a billionaire with a long history of challenging the
boards of struggling companies, wants to replace Yahoo's
directors with his own hand-picked slate so he can negotiate a sale
of all or part of Yahoo.
But Legg Mason said it believes the current board can just as
easily handle any future negotiations with Microsoft as the
Icahn-backed candidates.
"We believe the current board acted with care and diligence
when evaluating Microsoft's offers," Legg Mason Chairman
Bill Miller said in a statement. "We believe the board is
independent and focused on value creation for long-term
shareholders."
Icahn didn't respond to a Friday request for comment.
Microsoft has said it doesn't believe it can negotiate a
deal with Yahoo's current board.
Yahoo shares gained a penny to $22.45 in Friday's late
trading. That's well below the $33 per share Microsoft had
previously offered to buy the entire company.
Miller said he met several times with Yahoo Chief Executive
Jerry Yang _ one of the company's board members _ before
deciding which side to support.
Although Legg Mason plans to vote for all of Yahoo's current
directors, Miller said he hoped the company could reach a
compromise with Icahn to avoid two more weeks of mud slinging
before the annual meeting.
Negotiating a truce could require Yahoo to give up a few board
seats to Icahn and his allies, a potentially bitter pill given that
Icahn has alienated the company by teaming up with Microsoft to
make a bid for Yahoo's search engine. Yahoo rejected that idea
last Saturday, a move that Icahn lambasted as "another grave
mistake."
In an indication that Legg Mason believes Icahn deserves a place
on Yahoo's board, Miller wrote, "We believe it is
appropriate for large shareholders to have representation on
corporate boards if they so desire."
In the past two months, Icahn has accumulated a 5 percent stake
in Yahoo to outstrip Legg Mason's holdings. Yahoo has responded
by portraying Icahn as a mercenary investor primarily interested in
a short-term windfall.
Now with Legg Mason on its side, Yahoo has lined up support from
the owners of at least 14 percent of its shares, including Yang and
fellow Yahoo co-founder David Filo, who together control nearly 10
percent of the company's stock.
Another major Yahoo shareholder, Gordon Crawford of Capital
Research Capital Investors, has publicly expressed his anger with
the company's board without stating how might will vote in the
upcoming showdown. Crawford's decision will be crucial because
his fund owns more than 6 percent of Yahoo's stock.
Shareholder advisory firms also will sway the battle when they
issue their opinions. The largest advisory firm, RiskMetrics ISS,
plans to make its recommendation by Wednesday.
Yahoo's second-quarter earnings report, due out Tuesday,
also could affect shareholder sentiment.
After rival Google Inc.'s second-quarter profit disappointed
investors Thursday, analysts suspect Yahoo's results will be a
letdown too. If that happens, more shareholders may be inclined to
oust a board that has overseen more than two years of financial
malaise.
Even so, most analysts seem to think Yahoo's directors will
win enough support to hold on to their jobs, reasoning that major
shareholders won't want to turn the keys over to Icahn _ an
Internet neophyte.
Yahoo pointed out Icahn's technology inexperience in a
campaign against his coup attempt that it unveiled on its home page
Friday. The material reiterates much of the information that Yahoo
has already presented directly to its shareholders and filed with
the Securities and Exchange Commission.
But the decision to present its arguments to its mainstream
audience made for a strange juxtaposition. At one point,
Yahoo's attack on Icahn appeared just above a list of
reader-recommended stories with the headlines, "11-year-old
tracks down speeders with toy radar gun," and "Flight
attendant wins space trip after fishing wrapper from
trash."
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