1. What happened with Texas Industries?
Texas Industries (TXI) the supplier of cement and other building materials (not to be confused with Texas Instruments) held its annual meeting of shareholders Thursday October 22d.
Yesterday, the Inspectors of Election certified the results. [Wait for it. Isn't this moment exciting? I feel like I'm ripping open an envelope for you.]
The results represent a sweeping victory for the dissidents, led by Shamrock. Their three nominees were elected to the board, and their resolutions passed. The three new directors are: Marjorie L. Bowen, Dennis A. Johnson and Gary L. Pechota. The resolutions involved: the declassification of the board of directors; the submission of the company's poison pill plan to a vote of shareholders next year.
2. Evidentiary Ruling from the trial of Matthew Tannin
Meanwhile, the trial of Ralph Cioffi and Matthew Tannin on securities fraud charges moves ahead in the US federal court for the eastern district of New York.
It intrigues me that Judge Frederick Block has ruled that the jury cannot see a personal email Tannin wrote in 2006 expressing anxieties about work and the state of the market. Tannin had written an email to himself, in which he said, quote "we could blow up". I haven't had the chance to do more than scan Block's ruling, which is 21 pages long, but it seems to have focused on the scope of the warrant that was used to seize these e-mails, which "did not, on its face, limit the items to be seized from Tannin's personal email acount to emails containing evidence of the crimes charged in the indictment, or, indeed, any crime at all. It was, therefore, unconstitutionally broad ...."
3. Carl Icahn Quits the Yahoo board.
Icahn has left the Yahoo! board of directors. He first assumed his post there back when he was pressing then-CEO Jerry Yang to accept a takeover bid from Microsoft. That didn't happen, and meantime Icahn's attention has wandered to the CIT matter.
On CIT: Icahn has announced a 30 day tender offer for small CIT bondholders' securities at 60 cents on the dollar. Here's what Bloomberg has to say.
Can I find some connection between any one of these points and the year 1987? What was Icahn doing in '87? I'd like to use that year as a post label again.
Showing posts with label Yahoo. Show all posts
Showing posts with label Yahoo. Show all posts
Wednesday, October 28, 2009
Tuesday, July 22, 2008
Yahoo: The Transience of Victory
The lede in a front page story in todays's FT: "Yahoo bought some breathing space yesterday in its long struggle to remainindependent, agreeing to a ceasefire with Carl Icahn in return for giving up three board seats to the activist investor."
It seems only yesterday that I was talking about Yahoo's "victory" in that effort to remain independent. Actually, it was May 5. How time flies.
I was hardly alone in seeing it as a victory. In fact, on Friday the bright folks at Dealbreaker were referring to Icahn's efforts to press Yahoo into the arms of Microsoft as "sunk."
Apparently it isn't "sunk" at all. It now seems that the pressure for a consolidation is so great that Yahoo needed to buy "breathing space" with three board seats. Hmmmmm.
Well, let that be a lesson to you, cats and kittens. Victory, like fame, is fleeting. Sic transit gloria.
Icahn now has one-third of the nine-member board, and there will be no new drama at the company's annual meeting August 1, simply a ratification of this settlement.
How much time has Yahoo bought? According to the FT: one year. Next summer, either Yang will be able to show that independence has been worthwhile or he won't. If he can't crow by then, he'll be eating crow, and the company will be absorbed into something larger, whether MS is still interested or not.
It seems only yesterday that I was talking about Yahoo's "victory" in that effort to remain independent. Actually, it was May 5. How time flies.
I was hardly alone in seeing it as a victory. In fact, on Friday the bright folks at Dealbreaker were referring to Icahn's efforts to press Yahoo into the arms of Microsoft as "sunk."
Apparently it isn't "sunk" at all. It now seems that the pressure for a consolidation is so great that Yahoo needed to buy "breathing space" with three board seats. Hmmmmm.
Well, let that be a lesson to you, cats and kittens. Victory, like fame, is fleeting. Sic transit gloria.
Icahn now has one-third of the nine-member board, and there will be no new drama at the company's annual meeting August 1, simply a ratification of this settlement.
How much time has Yahoo bought? According to the FT: one year. Next summer, either Yang will be able to show that independence has been worthwhile or he won't. If he can't crow by then, he'll be eating crow, and the company will be absorbed into something larger, whether MS is still interested or not.
Tuesday, June 3, 2008
Sand in the Gears
The Chancery Court in Delaware unsealed a fascinating complaint this week, in litigation that might end up changing the rules for acquirers and their targets alike.
The complaint is one that was filed in January by two Detroit-based pension funds with an equity interest in Yahoo. It alleges that in October of last year, Yahoo's board and its chief executive, Jerry Yang, already expected a Microsoft bid to acquire the company and discussed ways of thwarting same.
That isn't suspect, although any board discussing such a matter should be sure that the minutes contain plentiful references to everyone's desire to maximize shareholder value.
What the pension funds objected to was what they actually adopted in that line, a generous and highly unusual severance plan designed to make acquisition of the company (which would of course bring with it the inheritance of the costs of the severance plan) prohibitively costly.
The complaint calls this "throwing sand in the gears of Microsoft's plans for a smooth integration," thereby breaching fiduciary duties.
On another Yahoo-related front...the Wall Street Journal's personal-technology columnist, Walt Mossberg, interviewed Jerry Yang, and the company president Sue Decker, at the "All Things Digital" conference last week.
SOme of the transcript sounds like a tutorial, in which Mossberg is seeking to instruct the two Yahoo honchos in how lucky they were, because Microsoft could have made things much tougher for them, but didn't ... backed off quickly and started talking about joint ventures rather than an acquisition.
This raises the old chicken-egg question of entrepreneurship. Does fortune favor the bold? Or do observers simply label as bold those whom fortune has favored?
The complaint is one that was filed in January by two Detroit-based pension funds with an equity interest in Yahoo. It alleges that in October of last year, Yahoo's board and its chief executive, Jerry Yang, already expected a Microsoft bid to acquire the company and discussed ways of thwarting same.
That isn't suspect, although any board discussing such a matter should be sure that the minutes contain plentiful references to everyone's desire to maximize shareholder value.
What the pension funds objected to was what they actually adopted in that line, a generous and highly unusual severance plan designed to make acquisition of the company (which would of course bring with it the inheritance of the costs of the severance plan) prohibitively costly.
The complaint calls this "throwing sand in the gears of Microsoft's plans for a smooth integration," thereby breaching fiduciary duties.
On another Yahoo-related front...the Wall Street Journal's personal-technology columnist, Walt Mossberg, interviewed Jerry Yang, and the company president Sue Decker, at the "All Things Digital" conference last week.
SOme of the transcript sounds like a tutorial, in which Mossberg is seeking to instruct the two Yahoo honchos in how lucky they were, because Microsoft could have made things much tougher for them, but didn't ... backed off quickly and started talking about joint ventures rather than an acquisition.
This raises the old chicken-egg question of entrepreneurship. Does fortune favor the bold? Or do observers simply label as bold those whom fortune has favored?
Monday, May 19, 2008
More on Yahoo
Carl Icahn is the "indirect beneficial owner" of a little more than 59 million shares of stock of Yahoo.
As I noted in yesterday's entry, citing his letter to the board, some of these are actual shares, some are "share-equivalents."
What that means, according to other recent SEC filings, is that Icahn owns about 10 million actual shares and more than 49 million call options.
Yahoo's annual meeting is set for early July. I don't believe a record date has been set yet, so he could presumably convert all of those call options into actual voting shares in time to use them at the meeting.
Meanwhile, Microsoft has given off equivocal signals about whether it has really "moved on" or whether it wants a deal with Yahoo still and, if the latter, what kind of deal it now wants. It doesn't want to acquire Yahoo anymore, but it wants a "collaboration," apparently having something to do with advertising and eyeballs.
MS hasn't made much progress lately in turning itself into an internet company. It remains wedded to the desktop model which (though comfortably profitable and likely to remain so for awhile yet) seems a bit like the wave of the past.
One amusing sidenote. A columnist in the Wall Street Journal recently suggested that what MS ought to do is split itself up. The specifics of the split-up he suggested sounded a lot like -- the trial judge's divestiture order of a few years back, one that MS appealed and freed themselves from.
Everything old is new again.
So where do things go from here? Wish I knew.
As I noted in yesterday's entry, citing his letter to the board, some of these are actual shares, some are "share-equivalents."
What that means, according to other recent SEC filings, is that Icahn owns about 10 million actual shares and more than 49 million call options.
Yahoo's annual meeting is set for early July. I don't believe a record date has been set yet, so he could presumably convert all of those call options into actual voting shares in time to use them at the meeting.
Meanwhile, Microsoft has given off equivocal signals about whether it has really "moved on" or whether it wants a deal with Yahoo still and, if the latter, what kind of deal it now wants. It doesn't want to acquire Yahoo anymore, but it wants a "collaboration," apparently having something to do with advertising and eyeballs.
MS hasn't made much progress lately in turning itself into an internet company. It remains wedded to the desktop model which (though comfortably profitable and likely to remain so for awhile yet) seems a bit like the wave of the past.
One amusing sidenote. A columnist in the Wall Street Journal recently suggested that what MS ought to do is split itself up. The specifics of the split-up he suggested sounded a lot like -- the trial judge's divestiture order of a few years back, one that MS appealed and freed themselves from.
Everything old is new again.
So where do things go from here? Wish I knew.
Sunday, May 18, 2008
Icahn enters the Yahoo fray
When last we looked in, Yahoo has successfully warded off takeover aspirations by Microsoft, using what looked like a scorched-earth defense chronicled here.
I've also mentioned, though I'm afraid I spoke rather slightingly about, the possibility of a Yahoo shareholder revolt, on the part of those who believe management should have sold the company to MS.
Well, nobody, not even a doofus such as myself, can speak slightingly of that scenario now. Yahoo has a full-fledged rebellion on its hands, led by the formidable Carl Icahn.
On Thursday, Icahn wrote to the board of Yahoo. It is "quite obvious," his letter said, "that Microsoft's offer of $33 per share is a superior alternative to Yahoo's prospects on a standalone basis."
He said that over the preceding ten days (since MS had formally withdrawn its proposal) he had purchased 59 million "shares and share-equivalents of Yahoo," and formed a 10-person slate prepared to run a proxy campaign to replace the current board.
Yahoo replied the same day. They made several points, such as that the formal written offer from MS was for $31, not $33. They acknowledged that MS did indicate a willingness to go to $33, but this "was never delivered in writing and did not include details of a cash/stock mix."
Yahoo also maintains that during the negotiations MS never made clear its "thinking with regard to the regulatory issues associated with a potential transaction," and that their lawyers asked for additional information on that point on March 28, but it was never supplied.
Those of you with good instincts for corporate infighting might be saying "whoa there, back up!" Icahn's letter had mentioned a purchase of 59 shares, some of which weren't really of STOCK of Yahoo but were of something called "stock equivalents".
What exactly does that mean, and how much of Icahn's purchases are of "equivalents" rather than of real shares of stock? I'll look into that.
I've also mentioned, though I'm afraid I spoke rather slightingly about, the possibility of a Yahoo shareholder revolt, on the part of those who believe management should have sold the company to MS.
Well, nobody, not even a doofus such as myself, can speak slightingly of that scenario now. Yahoo has a full-fledged rebellion on its hands, led by the formidable Carl Icahn.
On Thursday, Icahn wrote to the board of Yahoo. It is "quite obvious," his letter said, "that Microsoft's offer of $33 per share is a superior alternative to Yahoo's prospects on a standalone basis."
He said that over the preceding ten days (since MS had formally withdrawn its proposal) he had purchased 59 million "shares and share-equivalents of Yahoo," and formed a 10-person slate prepared to run a proxy campaign to replace the current board.
Yahoo replied the same day. They made several points, such as that the formal written offer from MS was for $31, not $33. They acknowledged that MS did indicate a willingness to go to $33, but this "was never delivered in writing and did not include details of a cash/stock mix."
Yahoo also maintains that during the negotiations MS never made clear its "thinking with regard to the regulatory issues associated with a potential transaction," and that their lawyers asked for additional information on that point on March 28, but it was never supplied.
Those of you with good instincts for corporate infighting might be saying "whoa there, back up!" Icahn's letter had mentioned a purchase of 59 shares, some of which weren't really of STOCK of Yahoo but were of something called "stock equivalents".
What exactly does that mean, and how much of Icahn's purchases are of "equivalents" rather than of real shares of stock? I'll look into that.
Monday, May 5, 2008
Yahoo: The Price of Victory
AP has a story this morning about an incipient revellion amongst Yahoo! shareholders about the management's refusal to sell the company to MS.
The story relies chiefly on a single interview, with Darren Chervitz, co-manager of an internet-devoted investment fund.
In the final days of negotiations, MS had expressed a willingness to go as high as $33 per share. Yahoo took the position that nothing less than $37 would suffice. Having drawn their lines in the sand, there seems to have been no face-saving way for either side to suggest ... um ... $35?
Anyway, Chervitz would have liked to have had that $35 per share, or even perhaps that $33 per share, and he's unhappy. "There is probably blame to go around on both sides, but I think most of it is in Yang's hands."
The AP story doesn't give any indication of how many shares Chervitz' find owns, or (if it doesn't own enough of a block to cause much fuss at the next annual meeting itself) how representative it is. All we have is the fact that HE is unhappy, and the conclusion that this MAY be symptomatic of a broader rebellion. Or maybe not.
So I did some supplementary research myself. The "Jacob Internet Fund" owns 144,274 shares of Yahoo, which is just a little more than one percent of one percent (i.e. one share out of every ten thousand) of the whole. Not enough to cause much fuss at all.
Yahoo's annual shareholder meeting will be a forum for venting anguish, but there isn't enough time to put forward an alternative slate, so the most anyone can expect to organize is a symbolic "vote no" campaign.
Allow me this anodyne conclusion. If any major shakeup occurs at the top of Yahoo's governance structure as a result of their having successfully spurned MS, I for one will be surprised.
Still: I've been surprised before.
The story relies chiefly on a single interview, with Darren Chervitz, co-manager of an internet-devoted investment fund.
In the final days of negotiations, MS had expressed a willingness to go as high as $33 per share. Yahoo took the position that nothing less than $37 would suffice. Having drawn their lines in the sand, there seems to have been no face-saving way for either side to suggest ... um ... $35?
Anyway, Chervitz would have liked to have had that $35 per share, or even perhaps that $33 per share, and he's unhappy. "There is probably blame to go around on both sides, but I think most of it is in Yang's hands."
The AP story doesn't give any indication of how many shares Chervitz' find owns, or (if it doesn't own enough of a block to cause much fuss at the next annual meeting itself) how representative it is. All we have is the fact that HE is unhappy, and the conclusion that this MAY be symptomatic of a broader rebellion. Or maybe not.
So I did some supplementary research myself. The "Jacob Internet Fund" owns 144,274 shares of Yahoo, which is just a little more than one percent of one percent (i.e. one share out of every ten thousand) of the whole. Not enough to cause much fuss at all.
Yahoo's annual shareholder meeting will be a forum for venting anguish, but there isn't enough time to put forward an alternative slate, so the most anyone can expect to organize is a symbolic "vote no" campaign.
Allow me this anodyne conclusion. If any major shakeup occurs at the top of Yahoo's governance structure as a result of their having successfully spurned MS, I for one will be surprised.
Still: I've been surprised before.
Sunday, May 4, 2008
Microsoft Backs Off a Fight
Microsoft chief executive Steve Ballmer has written his counterpart at Yahoo, Jerry Yang, in a letter dated May 3 and posted on MS' website, to say that MS has reached the "conclusion of the process regarding a possible combination" of those two companies, and that MS has decided NOT to initiate a proxy fight in order to force the acquisition over Yang's opposition.
One passage in the letter mystifies me, because it appears to be designed chiefly tohelp future potential targets. Ballmer, referring to some conversations he has had with Yang over the last week, says that he has come to believe that if he pressed the matter "you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft."
It's called "shark repellent," though such impolite terms aren't used in the letters released via one's corporate website.
Anyway, Ballmer then proceeds to list in some detail the particular plans on Yahoo's part that did the repellent job, even including a bullet list.
Hey, Ballmer, your company remains one of the biggest meanest sharks out there. Why give future prey a detailed description of how to ward you off?
BBC News, on its website, has posted an intelligent analysis of where MS goes from here..
One passage in the letter mystifies me, because it appears to be designed chiefly tohelp future potential targets. Ballmer, referring to some conversations he has had with Yang over the last week, says that he has come to believe that if he pressed the matter "you would take steps that would make Yahoo! undesirable as an acquisition for Microsoft."
It's called "shark repellent," though such impolite terms aren't used in the letters released via one's corporate website.
Anyway, Ballmer then proceeds to list in some detail the particular plans on Yahoo's part that did the repellent job, even including a bullet list.
Hey, Ballmer, your company remains one of the biggest meanest sharks out there. Why give future prey a detailed description of how to ward you off?
BBC News, on its website, has posted an intelligent analysis of where MS goes from here..
Sunday, April 6, 2008
Microsoft Presses On
It has been two months now since Microsoft offered to buy Yahoo.
MS chief executive Steve Ballmer is getting restive, as this letter to the Yahoo board of directors indicates.
He is giving them three more weeks to agree to his terms, or else.
Or else ... what? "we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo! board."
He also wrote that his proposal reflected a "substantial premium" over market price, because he had hoped for a friendly transaction. If there has to be a proxy shoot-out, that premium will come down.
That sounds like bluster to me. If he does take the matter directly to the Yahoo shareholders, he'd likely try to woo them by increasing the price. At his most miserly, he'll keep it where it is. Cutting the size of the offer he's already put on the table sounds like a losing tactic. Accordingly, it also sounds like an empty threat.
MS chief executive Steve Ballmer is getting restive, as this letter to the Yahoo board of directors indicates.
He is giving them three more weeks to agree to his terms, or else.
Or else ... what? "we will be compelled to take our case directly to your shareholders, including the initiation of a proxy contest to elect an alternative slate of directors for the Yahoo! board."
He also wrote that his proposal reflected a "substantial premium" over market price, because he had hoped for a friendly transaction. If there has to be a proxy shoot-out, that premium will come down.
That sounds like bluster to me. If he does take the matter directly to the Yahoo shareholders, he'd likely try to woo them by increasing the price. At his most miserly, he'll keep it where it is. Cutting the size of the offer he's already put on the table sounds like a losing tactic. Accordingly, it also sounds like an empty threat.
Tuesday, February 5, 2008
Back to the US
As everyone who hasn't been living in a cave for the last few days by now knows, Microsoft wants to buy Yahoo!
What is a bit newsier is that Yahoo's management doesn't really want to let that happen.
They don't have the final say in the matter. Of course, Yahoo isn't "their" company beyond whatever psychological identification they may feel with it. Yahoo belongs to its owners, the shareholders, and MS can go over the heads of management to bring this merger about.
Here's an analysis from the San Jose (Calif.) Mercury
Yahoo faces few options.
I'm interested especially in what the Mercury calls the "Disney ending." To what white knight might Yahoo possibly appeal? Hmmmm. Any ideas out there?
What is a bit newsier is that Yahoo's management doesn't really want to let that happen.
They don't have the final say in the matter. Of course, Yahoo isn't "their" company beyond whatever psychological identification they may feel with it. Yahoo belongs to its owners, the shareholders, and MS can go over the heads of management to bring this merger about.
Here's an analysis from the San Jose (Calif.) Mercury
Yahoo faces few options.
I'm interested especially in what the Mercury calls the "Disney ending." To what white knight might Yahoo possibly appeal? Hmmmm. Any ideas out there?
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