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May 15 2008 5:30PM EDT

Parsing Icahn to Yahoo: You Thought Ballmer Was Scary?

The Microhoo Parsing Series had seemingly come to an end. But then BICI ("billionaire investor Carl Icahn," as he seems to be ubiquitously identified) sent a sweet letter to Yahoo chairman Roy Bostock.

Most corporate statements require parsing because they are loaded with squishy euphemisms. But as the WSJ's Stephen Grocer nicely points out, Icahn's hostile notification letters instead employ firebombs intended to function as noisy beach-softeners. Fortunately, Jack Flack not only speaks traditional Corporate Babble, but also is fluent in Raider Bluster.

Here's the translation:

Icahn: Dear Mr. Bostock:

Translation: This is hostile, and there will be no tech-society first-name clubbiness. I'm from Wall Street, a place where grown men wear ties every day.


Icahn: It is clear to me that the board of directors of Yahoo has acted irrationally...

Translation: It should be clear to you that I am making this a governance matter, and each director should be frightened of the consequences of rolling over for Jerry again.


Icahn: ... and lost the faith of shareholders...

Translation: Did you see how fast Bill Miller pivoted when Ballmer pulled?


Icahn: ...and Microsoft.

Translation: People say Ballmer is "confused." Of course he's confused. Blatantly over-paying always worked before.


Icahn: It is quite obvious that Microsoft's bid of $33 per share is a superior alternative to Yahoo's prospects on a standalone basis.

Translation: The math is simple, and some of us know an opportunity when we see it.


Icahn: I am perplexed by the board's actions.

Translation: I am delighted by the board's actions. I became a "billionaire investor" exploiting the bad decisions of others.


Icahn: It is irresponsible to hide behind management's more than overly optimistic financial forecasts.

Translation: Particularly the last slide in the deck, entitled, "Insert Miracle Here."


Icahn: It is unconscionable...

Translation: And believe me, I know "unconscionable."


Icahn: ...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.

Translation: Get used to this. We're going to tattoo the math on your foreheads.


Icahn: 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.

Translation: I hope that happens, but I will have made my money by then, one way or another.


Icahn: During the past week, a number of shareholders have asked me...

Translation: I'm still not sure how they got my private number.


Icahn: ...to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft...

Translation: ... just before the clock ticked down to zero...


Icahn: ...something that in my opinion the current board has completely botched.

Translation: Isn't "botched" such a great word? It's even better than "bungled."


Icahn: I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies.

Translation: Sensible. I'm just trying to be sensible here.


Icahn: I have therefore taken the following actions: (1) during the last 10 days, I have purchased approximately 59 million shares and share-equivalents of Yahoo; (2) I have formed a 10-person slate which will stand for election against the current board; and (3) I have sought antitrust clearance from the Federal Trade Commission to acquire up to approximately $2.5 billion worth of Yahoo stock.

Translation: I've taken more action in 10 days than Yahoo has in 10 quarters. And yes, the share-equivalent thing should tell you how well I understand this game.


Icahn: The biographies of the members of our slate are attached to this letter.

Translation: Have you met my posse?


Icahn: A more formal notification is being delivered today to Yahoo under separate cover.

Translation: I'm going to drag a dead exclamation point behind my chariot, and deposit it at your front gate.


Icahn: While it is my understanding that you do not intend to enter into any transaction that would impede a Microsoft-Yahoo merger, I am concerned that in several recent press releases you stated that you intend to pursue certain "strategic alternatives".

Translation: If you try to create additional poison pills, we will make sure it will be under full scrutiny.


Icahn: I therefore hope and trust that if there is any question that these "strategic alternatives" might in any way impede a future Microsoft merger you will at the very least allow shareholders to opine on them before embarking on such a transaction.

Translation: We'll be passing out free torches and pitchforks for the "opining."


Icahn: 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.

Translation: And I'll be content to walk away with a $400 million gain.


Icahn: Sincerely yours,

Translation: No, you're not being punked.


Icahn: CARL C. ICAHN

Translation: Ever see the movie Wall Street? Douglas is prettier, but I'm actually real.


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