July 16, 2008

Yahoo Winning Support in Microsoft Battle

"Do you let the fox in the henhouse?"

So asked Jerry Yang, co-founder and chief executive of Yahoo, as we chatted for more than an hour one afternoon last week at Allen & Co.'s annual conference here.

The fox in question, of course, is Carl Icahn, the activist investor who is trying to oust Yang and the Yahoo board so he can sell the company to Microsoft. "I don't mean to impugn anyone's personal integrity," Yang quickly added. Let it never be said that Yang lacks manners.

Yahoo - and Yang's fate - were Topic A at the annual billionaires' summer camp, as rival moguls gossiped about whether Yahoo would end up in the hands of Microsoft.

While Yang casually smoked a cigar Thursday evening outside of the bar with Richard Parsons, the chairman of Time Warner who battled with Icahn two years ago, the debate was raging at virtually every table.

"There won't be a deal; there are bad personal feelings," proclaimed Rupert Murdoch of News Corp., who lost his wedding ring that night and got down on all fours - along with half a dozen other mogul types - in a failed search to recover it. Another mogul took the opposite view for Yang, a longtime friend: "He's a goner."

What almost no one here knew was that behind the scenes, Icahn had been conducting an extraordinary round of secret negotiations with Steven Ballmer, the chief executive of Microsoft, the result of which was yet another Microsoft offer for Yahoo. The new bid from Microsoft and Icahn spilled into public view Saturday night. Yahoo quickly rejected it.

For good reason. The deal was so ridiculous - it called for Yahoo to sell its search business to Microsoft and for Icahn to take over the board of what was left of the company after assets were spun off and dividends paid out - that when the moguls here started to learn the details, it began to change the perception of Yang's predicament.

Think about it: "What global company in their right mind formally teams up with Mr. Icahn?" as one invitee asked.

Icahn may be a brilliant investor - he actually doesn't get enough credit or respect for that - but he does not use a computer, let alone know how to run Yahoo.

And what does it say about Microsoft? The notion that Yahoo's board would sell the crown jewel, its search business, to Microsoft and then hand over the scraps of the company to Icahn is, as Roy Bostock, chairman of Yahoo, said, "absurd and irresponsible."

Yang may once have looked like an entrenched founder unwilling to sell the company, but now it is Microsoft that has those in the deal- making world wondering about its judgment. "Ballmer should either buy the company or forget it," one technology chief executive said.

To the other moguls, it appears as though Microsoft does not have the courage of its convictions - and does not even really seem to know how to proceed.

Eric Schmidt, chief executive of Google, said, "Microsoft has a long history of having deals that look quite good and end up looking not so good when you look at the fine print."

Yang, who was dressed in a yellow button-down shirt and khaki pants, paced around a private room overlooking a duck pond as we spoke. He insisted that he had been prepared to sell the company to Microsoft all along, and practically pleaded with Ballmer to negotiate a serious deal.

Microsoft, he believes, has tried to undermine Yahoo's business so it can buy the company at a fire-sale price. Judging by Microsoft's recent actions, it is becoming harder to argue with him.

"It is now more clear in hindsight what they wanted to do," Yang said.

One big problem for Yang is that some of the biggest shareholders in Yahoo- several of whom showed up in Sun Valley, including Bill Miller of Legg Mason and Gordon Crawford of Capital Research - believe that Yang should have sold the company to Microsoft when a $33-a-share offer was on the table. On that score, they may be right to be upset.

But let's be real: The $33 a share has always been a bit of a misnomer - since the offer was in part in stock, it is worth only $29 and change today.

In less than a month, these shareholders will have a chance to express their displeasure as Yahoo holds its annual meeting. Then, they will vote on whether to oust the Yahoo board and install the Icahn slate. In the days preceding the Sun Valley conference, Ballmer, for the first time, publicly backed Icahn, announcing that if the activist investor were able to take control of the board, Microsoft would come back to the negotiating table.

"We have concluded that we cannot reach an agreement with them," Microsoft said in a statement last week about the current board. "We confirm, however, that after the shareholder election, Microsoft would be interested in discussing with a new board a major transaction with Yahoo."

Yang is incredulous about the statement. "To say he can't work with this board is ludicrous," he said.

And there is something to what he is saying: At this point, if Microsoft were serious, why wouldn't it seek to strike a deal while it had the backing of the company's founders and the good will of a friendly deal? The timing is perfect. Yang and the Yahoo board are under so much pressure from disgruntled shareholders like Miller, they would have no choice but to negotiate a deal.

And if the combined Microsoft and Icahn offer really is worth $33 a share as they say it is - yes, the math is complicated - then Microsoft should just buy the whole thing and do it itself.

As it happens, the moguls here tended to agree with Yang's analysis; namely, that Microsoft might just be trying to play the role of spoiler.

"Steve is playing Carl to the hilt," said one rival mogul, drinking a scotch and smoking a cigar after midnight. "If Carl gets the board, Steve will buy Yahoo for a song - or watch Yahoo die on Carl's watch."

Yang recently met with Icahn in New York. "We've had rational conversations," Yang said of the meeting, almost as if he enjoyed the get-together, "He said to me, 'I like you, but I have to get rid of you,'" Yang recounted with a smile.