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Third Point Demands Release of Yahoo! Inc.'s Process Letters to Interested
Buyers and Continues to Oppose Reported Negotiations for "Sweetheart" Deal
with Private Equity Firms
About Third Point LLC: Third Point LLC is an SEC-registered investment
adviser headquartered in New York, managing $8.0 billion in assets. Founded
in 1995, Third Point follows an event-driven approach to investing globally.
December 13, 2011
Board of Directors
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Attention: Mr. Roy Bostock, Chairman
Dear Directors:
Third Point LLC, as the beneficial owner of 5.2% of Yahoo! Inc.'s ("Yahoo")
outstanding shares, remains extremely troubled by news reports regarding the
dysfunction and inequity being exhibited in the process of maximizing
stockholder value that the Board is allegedly "managing". We are disturbed
but not surprised by this mismanagement given the history of strategic
bungling by Yahoo Board Chairman Roy Bostock and Founder Jerry Yang, which
has been chronicled in our previous letters and in numerous critical media
and analyst reports. As significant shareholders with our own fiduciary
duties to investors to uphold, we cannot stand by silently if such reports
are accurate and Yahoo, a company in no need of cash, plans to engage in a
sweetheart PIPE deal which will serve only to entrench Mr. Yang and the
current board while massively disenfranchising public shareholders and
permanently robbing us of the opportunity to obtain a control premium.
We are not alone in our concerns. Shareholders, analysts, and the media are
questioning the integrity of the process currently underway. As stewards of
our assets you are charged with a duty to place stockholder interests above
personal gain or other motives. In order to allay the concerns and
uncertainty permeating the marketplace and provide much needed transparency
on the supposed "process" that Yahoo is undertaking, we ask that you
immediately make public the letter(s) in which Yahoo invited third parties
to make proposals for the Company (the "Process Letters"). We assume that
Yahoo's Process Letters did not place any artificial restrictions on the
proposals that the Yahoo board was willing to consider in its search for
strategic alternatives, such as discouraging, or even prohibiting, bids to
purchase Yahoo in its entirety.
Of course, we appreciate the need for confidential negotiations, and
therefore stockholders need not know at this stage who received the Process
Letters. Rather, stockholders should simply be allowed to see if the Process
Letters, which may be published in redacted form, are consistent with the
Board's paramount duty to maximize stockholder value. Additionally, Third
Point does not seek and does not expect to receive material non-public
information and thus requests that you file such letters publicly with the
Securities and Exchange Commission via Form 8-K with all deliberate speed.
In light of the serious, timely concerns expressed by nearly all Yahoo
stakeholders and interested parties, undertaking this action is the only
fair and reasonable thing to do.
Very truly yours,
Daniel S. Loeb
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