Yahoo Says Icahn’s Agenda Presents Significant Risk

NEW YORK (Reuters)- Yahoo Inc on Thursday warned its shareholders that billionaire CarlIcahn’s agenda presents a "significant risk" to their investment, andreiterated that it would only sell itself to Microsoft under the rightterms.

The public letter posted on its website on Thursday is YahooChairman Roy Bostock and Chief Executive Jerry Yang’s latest appeal toshareholders ahead of its annual meeting on August 1 to fend off anattack from activist investor Icahn.

Icahn owns about 5 percent of Yahoo shares and has aligned himselfwith Microsoft to speed a sale to the software company. Meanwhile TimeWarner has stepped up separate talks with Yahoo and Microsoft overselling its AOL Internet division.

In the letter, Yahoo said the alliance between Icahn and Microsoft"continues to make misleading statements about their plans for Yahoo.

"Your board of directors believes strongly that the Icahn-Microsoftagenda – as presented to us jointly last week – will destroystockholder value at Yahoo, serving only their very narrow specialinterests, clearly not your interests," Yahoo said.

Yahoo added that it is "preparing to implement (its) recently signedcommercial agreement with Google that will increase cash flow."

The company said Microsoft and Icahn’s latest proposal to buy itssearch advertising business represented "somewhat of an improvement"but was still not a good offer.

"The Icahn/Microsoft proposal was more ‘smoke and mirrors’ than objective reality," the letter said.

Yahoo repeated earlier statements that it was still open to selling the entire company to Microsoft for $33 per share.

(Reporting by Franklin Paul and Kenneth Li; Editing by Derek Caney)