All Things Digital

The only difference between Yahoo (YHOO) CEO Jerry Yang’s latest all-hands memo and the last one he broadcast is that “Carl Icahn” has been substituted for “Microsoft” (MSFT). Other than that, it’s another tired restatement of the capitalization-free “try not to get too preoccupied with the ongoing assault on our company” missives that Yang has issued at least twice before.

Anyway, here it is in all its keep-your-head- in-the-sand glory.

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Can a search-advertising alliance between Yahoo and Google possibly pass regulatory muster? We may soon find out.

Now that investor-tormentor Carl Icahn has filed a proxy slate to unseat Yahoo’s board with the intent, one way or another, to push the company back into merger negotiations with Microsoft (MSFT), an obviously panicked Yahoo (YHOO) is scrambling to pull together a search-ad deal with Google (GOOG).

The possibility of a search-ad outsourcing arrangement between the two companies was, in part, what caused Microsoft to lose its appetite for Yahoo. Could it cause Icahn to lose his as well? Seems doubtful. Even if, as sources close to the situation tell the New York Post, the deal is the sort of open-to-all-comers arrangement Yahoo and Google hope would pass regulatory scrutiny. Under its terms, a real-time auction system would be used to select the most lucrative ads for a given search query from among those sold by Yahoo, Google or anyone else that cares to participate. Structured in this way, the deal might not, as Microsoft has claimed in the past, consolidate over 90% of the search-advertising market in Google’s hands and draw the ire of antitrust regulators.

Instead it might consolidate, oh say … 89.99% in the search sovereign’s hands. Said Kevin Lee, chairman of search engine marketing firm Did-It, “Given the way the ecosystem is put together now, Google would probably be the winner in a vast majority of cases.”

If, as Carl Icahn claimed this morning, Yahoo’s board has acted irrationally and lost the faith of shareholders, the Internet company apparently sees no point in acting rationally to regain it. In a letter to the investor-agitator, Yahoo (YHOO) Chairman Roy Bostock dismissed Icahn’s threat of a proxy battle nearly as brusquely as it turned away Microsoft (MSFT) (the press release bullet alerts below summarize the letter quite nicely).

According to Bostock and Co., Icahn just doesn’t get it (and, to be fair, there are some who agree). “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,” Bostock wrote. “A fair-minded review of the factual record leads to one conclusion: that Yahoo’s 10-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.”

Well, no acquisition offer that Bostock knows of, anyway. Microsoft may not be finished with Yahoo yet. “We think Microsoft may still be interested [in Yahoo] as, in our view, it needs Yahoo to compete vs. Google,” wrote UBS analyst Ben Schachter in a research note today. “We continue to think a deal will be reached.”

QUOTED

I know some won’t believe this, but I’m really a nice guy. I get along with many of these CEOs behind the scenes. We have dinner. Not Christmas dinner–but a lot of them, while they may not admit it, agree with me.”

–Carl Icahn in a 2007 interview with Time.

Looks like Yahoo’s (YHOO) boardroom blitz is on. Billionaire investor Carl Icahn has decided to move forward with a proxy fight to oust Yahoo’s entire board in favor of one more amenable to merger negotiations with Microsoft (MSFT).

“It is unconscionable that you have not allowed your shareholders to choose to accept an offer that represented a 72% premium over Yahoo’s closing price of $19.18 on the day before the initial Microsoft offer,” Icahn wrote in a letter to Yahoo’s leadership. “I and many of your shareholders strongly believe that a combination between Yahoo and Microsoft would form a dynamic company and more importantly would be a force strong enough to compete with Google on the Internet.”

So strongly, in fact, that Icahn–who owns 59 million Yahoo shares–has asked the Federal Trade Commission for permission to buy as much as $2.5 billion more of the company’s stock and has assembled a 10-member alternative board slate. Among the directors nominated, Icahn himself, his lieutenant Keith Meister, former Viacom Inc. (VIA) Chief Executive Frank J. Biondi Jr., and Dallas Mavericks owner Mark Cuban (Mark Cuban?!?).

And lest there be any doubt that Icahn was gunning for anything less than a referendum on Microsoft’s takeover offer, the financier concluded his letter with a parting word of advice: “I sincerely hope you heed the wishes of your shareholders and move expeditiously to negotiate a merger with Microsoft, thereby making a proxy fight unnecessary.”

What’s not yet clear is whether Microsoft is even willing to resume merger talks. Though it’s certainly possible that Microsoft CEO Steve Ballmer and Icahn have been having some back-channel chats about the issue recently …

Yahoo and Microsoft are both trading higher on the news.

Carl Icahn and Yahoo. Could it be any more perfect? Icahn specializes in shaking up companies suffering from critical failures in oversight and leadership. Yahoo (YHOO) is the very definition of that. So it’s no surprise to hear that the billionaire investor has amassed roughly 50 million Yahoo shares in anticipation of a proxy fight to nominate new directors at the company’s annual meeting this summer.

If there’s anyone that can strong-arm Yahoo back into merger negotiations, it’s Icahn. He has forced a number of companies to face unpleasant realities that they would have otherwise preferred to avoid. That said, the unpleasant reality in this particular case is no longer on the table. But it may not yet have walked so far away that it can’t be dragged back to it.

Said S&P Internet analyst Scott Kessler: “If I were an activist, the first call I’d make would be to Microsoft (MSFT) and make sure that offer of $33 would still be available.” Best make that call soon too. The deadline for nominating new Yahoo directors is Thursday.

A Blockbuster (BBI) acquisition of Circuit City (CC) may not be as much of a long shot as it first appeared. This morning the electronics chain, which has been vocal in its skepticism of Blockbuster’s ability to finance such a deal, finally opened its books to the video rental outfit.

Why the sudden turnabout? Two words: Carl. Icahn. Apparently, the billionaire investor–Blockbuster’s largest shareholder–has promised to purchase Circuit City if Blockbuster is unable to finance the $1.3 billion deal. In a statement, Circuit City Chairman and CEO Philip Schoonover made it quite clear that Icahn is about the only thing Blockbuster has going for it in this particular gambit and cautioned against reading too much into the sudden opening of its books. “While the Circuit City board has confidence in the company’s ability to successfully implement its turnaround plan and generate shareholder value, we believe that we can best serve the interests of our shareholders by exploring all possible alternatives to enhance shareholder value,” Schoonover said. “Let me be clear that our decision to allow Blockbuster and Carl Icahn to conduct due diligence should not be taken as an indication that the board has completed its review of the Blockbuster proposal, that the board has taken a position on the company’s value or that it has settled upon a particular strategic course of action.”

Not yet, at least. In that same statement, the retail chain said it has hired Goldman Sachs & Co. to explore strategic alternatives, which may include a sale of the company. Seems Circuit City’s board may not have as much confidence in the retailer’s turnaround plan as Schoonover would suggest. And why should it? Circuit City has been posting losses amid declining sales for some time now. And though it has restructured itself a bit, it continues to hemorrhage market share to Best Buy and Wal-Mart et al. That said, selling itself to another struggling company with an outdated business model hardly seems a good solution to such problems. It’s like two drunks propping each other up on the dance floor.

Motorola (MOT) has finally succumbed to the aggressive … “charms” of billionaire investor-provocateur Carl Icahn and appointed two of his four nominees to its board of directors. Under the terms of the deal, William Hambrecht, co-founder of Hambrecht & Quist, and Keith Meister, a managing director of the Icahn investment funds, will be nominated to Motorola’s board. In return, Icahn will drop his lawsuit against the company as well as his proxy challenge.

Another victory for Icahn, who saw his demands for a breakup of the company met last month, when Motorola announced plans to spin off its handset business. Course, these victories have yet to pay off. Icahn, who owns a 6.4% stake in Motorola, began investing in the company when its shares traded at $19. They’re now trading around $9.86.

“This is a very positive step for Motorola in that shareholder representatives will have strong input into board decisions affecting the future of our company,” Icahn said in a statement.

“Shareholder representatives” … heh.

Motorola has finally taken a RAZR to its handset business. In the face of growing pressure to bolster its ailing stock price, Motorola (MOT) yesterday announced plans to divide itself into two publicly listed companies–one focusing on mobile phones and the other on broadband and mobility services.

“Our decision to separate our Mobile Devices and Broadband & Mobility Solutions businesses follows a review process undertaken by our management team and Board of Directors, together with independent advisers,” CEO Greg Brown said in a release. “Creating two industry-leading companies will provide improved flexibility, more tailored capital structures and increased management focus–as well as more targeted investment opportunities for our shareholders.”

On a conference call with Wall Street analysts, Brown said the decision to carve out its handset business was the result of an evaluation process announced in late January, not a move engineered to appease billionaire investor-provocateur Carl Icahn who sued the company in a Delaware court Monday demanding access to minutes of board discussions about the division’s potential spin-off.