Hedge-Fund Mogul Paulson Joins Icahn In Yahoo Siege; 30% of Proxy Vote In Bag

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johnpaulson.jpgCarl Icahn owns 59 million Yahoo shares (YHOO), or 4% of the company. John Paulson, head of merger-arb shop Paulson & Co., who made a reported $3 billion personally shorting sub-prime last year, owns 50 million shares, Reuters says. So that's about 8% of Yahoo between them. Icahn is cleared to buy another 4%, which would make 12%.

No question how those shares will vote in a proxy fight. Then there's the 16% owned by Capital Research, whose Gordon Crawford was "extremely angry" with Jerry Yang for blowing the original Microsoft (MSFT) deal. And the 7% or so owned by Legg Mason's Bill Miller, who as much as said he'd be happy with $34 a share.

Add all of them together and you're at about 30%-35% of Yahoo's stock. Bill Miller won't vote to sack Yahoo's board unless he knows Microsoft will play ball, but let's assume Carl can at least create the impression that Microsoft's on board. Then Icahn, Paulson, & Co. only need to make it clear that they can scrape together another 15%-20% of the votes...and Jerry Yang and Roy Bostock will be on the next Seattle plane.

See Also: Meet Carl Icahn's Yahoo Board: Mark Cuban, Frank Biondi, Adam Dell, and More...

Gordon Crawford To Carl Icahn: You're Not So Clueless, After All

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74 Comments

MiC said:
If Microsoft is still interested, they'll have up hand and can lower their offer to $28-29. If Yahoo! is crawling back, I don't see any reason MS would need to pay $33

FM said:
Wonder if everyone is throwing a party but MSFT has no plans to attend. Can't believe won't see the benefit of just sitting this one out and letting bagholders stew. On the other hand, hard to believe Carl didn't ck in w/ Seattle before plunking down his bet.

Henry Blodget said:
Agree with both, FM. Seems a key voice here is missing. A Microsoft-Yahoo combo would likely be a disaster, and I wonder if Steve Ballmer didn't finally begin to see that.

Gordon said:
"Microsoft-Yahoo won't happen, and it was never a good idea -- not at forty-something-billion dollars. Megamergers are never a good idea. They are for the desperate and the contracting industries. Synergies are a laughable concept. Anytime some CEO promises synergies in a big merger, think of it in the same category as a washed-up TV star on an infomercial telling you that some product will make you look like an Olympic triathlete in two weeks." - Kevin Maney

Hmmm said:
Paulson is actually a smart guy not a greenmailer. Hmmm..

What is the back up plan if MSFT says no way we moved on? Is there a sum of the parts story here?

Chapin said:
Paulson is a merger arb guy. He bought his stock in 1Q likely after the deal was announced. Plain and simple an arb guy making an arb bet.

Bill Miller sold nearly 20m shares in 1Q, again likely after the deal was announced. Legg owns sub 5%

Henry Blodget said:
Ah, interesting. Didn't realize Miller had dumped stock. That's actually important... So much for his jawboning about how MSFT bid way too low

Joseph said:
I am 99% sure that Icahan had already discussed this with MSFT prior investing this huge money. All he is doing is that preparing yahoo for msft while making himself a nice pocket change.
This deal is done and Ballmer will come out on top for acquiring Yahoo! for 33 dollars/share....You may argue that it is bad move for MSFT but the fact is that they didn't have to raise the offer much to get this done.


Joseph said:
I am 99% sure that Icahan had already discussed this with MSFT prior investing this huge money. All he is doing is that preparing yahoo for msft while making himself a nice pocket change.
This deal is done and Ballmer will come out on top for acquiring Yahoo! for 33 dollars/share....You may argue that it is bad move for MSFT but the fact is that they didn't have to raise the offer much to get this done.


Gordon said:
would it be illegal for Icahn to act on inside information he got from Ballmer?

i'm sure it wouldn't be the first time!

purple haze said:
Even if msft is out of the game (me thinks they're not: while ballmer lost his patience this acquisition just makes too much sense - particularly now with a chastised y board - for them not to go at it again) yhoo is still better off with a new shareholder-driven board than under the existing founder-driven board. it won't be easy to turn around but they'll certainly not do any worse than the $19/share that Yang and Decker were able to deliver. sure, y employees will walk but they have done that already and would do it whether y would be sold or remain independent

Yankini said:
Okay, now I am confused. Please answer the following:

Who do I sue? For what? When What happens?

Am I suing Icahn for insider trading? Yang for high five-ing? Or MSFT for moving on?

Steve Baldwin (URL) said:
I don't think that Carl Icahn would have gone into this deal if he hadn't been assured that Yahoo would have a buyer, and there is a very short list of buyers here. Speculation around our office is that Microsoft called Icahn last week and turned him loose on Yahoo, saving Ballmer & co. any necessary messy work. This works very well because Microsoft doesn't even have to be perceived as the heavy.

Fun fun fun!

Stjepan (URL) said:
Maybe Mr. Yang thinks the answer is in China? I don't want to clutter this forum so you can my analysis here: http://www.poandpo.com/business-as-usual/can-jerry-yang-find-help-in-china

Do you think there's something to it, or I'm talking about conspiracy theory?

Mon said:

StockJockey (URL) said:
Bill Miller is getting redemption each and every day. He is selling anything that is not nailed down. Don't kow how is prioritizes it, but probably trims stuff across the board. I would not read that much into the sale of Yahoo!

Mon said:
That's a good parody for 'nuff said. Except that my comment vanished with the failure of my internet connection. Sorry.

Anyway,what I said was Icahn would not have done this except for acting as MSFT's proxy in the proxy fight.

And to answer to Icahn's WIIFM question? MSFT's signing in to a $35 offer, of course. The difference between $33 and $35 is his proxy premium. The difference between is buying price of $25 to $27 and $35 is his regular stock trade profit.


Billy Bidinko said:
Deal done. Carl's counsel spoke w/ MSFT's last week before Carl started loading up at $22-24.50 per share. MSFT will honor the $33 but the board gotta go. We just want the soft ware engineers and everything thats in place, particularily ASIA.
He's already up $250 MILLION in two weeks!!! What a GUY!
So if you want to pick up 12% on your money in the next 90 days, buy some YHOO...or options better yet.
Now...Jerry took a shot at $38 and said board would accept $37. He was trying for middle ground. Happens all the time. That chunky bald guy just picked up his marbles($50 BILLION) and took off. What's a guy to do....I'll tell you what I'd do....I'd be running down the halls in The Holiday Inn..."Steve, Bill Wait a second. Can't you take a joke...don't you think you can squeeze a buck or two more so we meet between the 33 and 37????? OK I'll give...let's do the deal at $34 OK???? Remember Gordon Gekko. Well since you brought up my mother. OK Steve you're a great guy,but man are you tough. $33.50 and we sign this up right now...
Now Carl has to go back and get the deal done...at $33...it's been cleared and is wired. So keep the new 09 Mercedes order in place.

Chapin said:
Legg Mason sale of YHOO is a rotation from tech/internet to financials and retail. Classic early cycle rotation strategy.

He plowed into names like FRE whild dumping AMZN and YHOO. Bill Miller was smart enough to see $33 was upper pain threshold of MSFT and reallocated capital to fresh ideas.

He sold 20m out of 84m YHOO or 24% of his stake compared to just 11% of his AMZN stake and even less of EBAY. He is saying see ya to Jerry.

Marah Marie (URL) said:
Now it's getting good. Thank God Icahn got more people with him on this. Can't wait to see how it turns out.

thehanu said:
Yes, this works as long as Icahan got some sort of confidence that MS comes back to the table. Do you think this billionire is just investing lot of money for nothing? Look at his track record.

Marah Marie (URL) said:
Then again, this guy is known for buying up stock just to force companies to buy it back to avoid exactly this sort of scenario, and as one commenter pointed out to me on another SAI post about this, he's so-well known for it he's, in "huh's" eyes, a "scamster". Him and I are were arguing at cross-purposes by then since that was pretty much my point, too (he's not a real activist - activists actually give a damn about the companies they go after - or at least they care about the users affected by those companies practices, management, and financial decisions). So this could just be more of the same from Icahn. Bottom line: it helps him make money and wipes out almost everyone else's wealth unless you play it right on the stock side.

bobthegreat said:
msft-yhoo would indeed be a disaster. I doubt that Ballmer and MSFT walked away because of that. I think it was a valuation issue (31 was already a stretch), but it does not really matter.

Jerry Yang and his team screwed up, but that was to be expected. Look at where the business is. What real management experience does Yang have? Credit and billions to him for starting a directory of sites way back when the Internet was just starting. But that does not make him a good executive. This is a fundamental problem in the Valley.

B

Don't count Jerry and YHOO's current board out yet. They still have couple of moves in their arsenal.

First, is that YHOO-GOOG talks are still ongoing with a possible deal next week.
http://www.reuters.com/article/mergersNews/idUSN1534279620080515

The second is YHOO's response to Icahn.
http://www.marketwatch.com/news/story/complete-text-yahoos-reponse-carl/story.aspx?guid=%7BBBB659F0%2D1EE6%2D4C63%2DAB48%2DEDF7AB4AB73C%7D&siteid=yhoof

I find YHOO's version of merger talks with MSFT more credible than the version put forth by MSFT. The key issue is that MSFT never specified how they would ensure "certainty of value" and "certainty of closing" in its so called $33/offer. Mr. Ballmer's letter is silent on those details. Even in my previous comments, I mentioned that these reasons in addition to the difference in expectation on the share value ($37 v/s $33) were the deal-breakers.

I don't see how the activist shareholders can address those issues. I think the most likely outcome is that the activist shareholders would act as a catalyst and force the current YHOO BOD to take quick actions like selling off asian assets and signing deal with GOOG, in order to maintain the share value and also keep the company independent. We'll see how this turns out, but this is my strong belief in the eventual outcome. The alternative of MSFT acquiring YHOO at ~$35+ doesn't seem likely because of MSFT's unwillingness to pay that much and also potential negative effect on its own stock.


Alley Insider said:
Henry-- now that we know Carl bought nearly all of his YHOO stock after Microsoft walked away, can you put together a quick financial model on what the Yahoo! stock would have been at had he not bought the 59 million shares to drive up to $25-$26?

While speculative, that would be interesting to see...

Marah Marie (URL) said:
Alley Insider- that would be very helpful information to have. I hope you crunch those numbers soon, Henry...


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