Icahn发动代理权争夺 雅虎回应称“偏不给”

　　CNET科技资讯网 5月19日国际报道 Carl Icahn决定自行推出董事会人选来跟雅虎竞争后，雅虎发信作出回应。

　　这封由雅虎主席Roy Bostock发出的信件，总结就是一句“偏不给”。

　　但有些人喜欢看细节，所以我们就公布全文好了。

　　Dear Mr. Icahn:

　　We are in receipt of your letter with regard to your intention to seek control of Yahoo's board of directors.

　　Unfortunately， your letter reflects a significant misunderstanding of the facts about the Microsoft proposal and the diligence with which our board evaluated and responded to that proposal. A fair-minded review of the factual record leads to one conclusion: that Yahoo's ten-member board， comprised of nine independent directors along with Yahoo CEO Jerry Yang， remains the best and most qualified group to maximize value for all Yahoo stockholders.

　　Conversely， 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. Please may I remind you that there is currently no acquisition offer on the table from that company or any other party. That said， we have been crystal clear in our stance that we have been and remain willing to consider any proposal from any party including Microsoft if it offers our stockholders full and certain value.

　　From the beginning of the process with Microsoft， Yahoo's independent directors focused on one central goal: how best to maximize stockholder value. At all times directing this process， Yahoo's independent directors carefully considered Microsoft's initial unsolicited proposal， which was at the time valued atper share. After considering input from its financial advisers the board unanimously concluded that Microsoft's proposal significantly undervalued Yahoo and was， therefore， not in the best interests of the company or our stockholders. While we rejected this offer publicly on February 11， 2008， we could not have been more clear in that communication and in every subsequent communication， both public and private， that we were and are willing to enter into any transaction that would maximize value for stockholders and provide them certainty of value.

　　The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Following receipt of Microsoft's proposal on January 31， our board of directors has met over twenty times to review Microsoft's proposal and Yahoo's other strategic alternatives. Throughout this process our board kept an open mind and an open ear. Our independent directors met with several of our largest stockholders to solicit their views and to make it clear that Yahoo!'s independent board is fully committed to maximizing stockholder value. In addition， at the direction of our board， our management team met with many of our investors to provide insight into Yahoo's strategy and views on value.

　　Our board's openness also extended to Microsoft. Without reciting all of the contacts between us and between our advisers， the senior-most management of Yahoo! and Microsoft and the companies' respective financial advisers spoke on numerous occasions and met in person seven times. During those meetings， Yahoo discussed its strategic objectives in search and display advertising monetization， its perspectives on operating strategy and integration in a transaction with Microsoft， its perspectives on transaction synergies， and other non-price deal terms. Because certainty of closing is a critical issue， we sought to understand Microsoft's thinking with regard to the regulatory issues associated with a potential transaction. In fact， at the board's direction， our lawyers on March 28 asked for additional information in this regard， information which was never forthcoming.