Via SEC Filling
Dan Loeb, CEO of Third Point Partners, threatened Yahoo Inc NASDAQ:YHOO" rel="nofollow" >(NASDAQ:YHOO) last week to launch a proxy 'within a week.' Loeb is the largest Yahoo! Inc shareholder, and wanted to replace part of the current board, with four other nominees, including himself.
Loeb just filled a prelimanry 14A with the SEC, in which he explained his rationale for change. He also urged the Yahoo! shareholders to vote for his suggested nominees. One of the nominees is Dan Loeb himself, who owns 70 million shares of the company.
Below is a history of the entire saga from the viewpoint of Dan Loeb:
Third Point is a registered investment adviser headquartered in New York, managing approximately $9 billion in assets. Founded in 1995, Third Point follows an event-driven approach to investing globally.
The Third Point Entities began building their current position in shares of Common Stock in August 2011 and currently own an aggregate of [70,500,400] shares, representing approximately [5.8%] of the Common Stock outstanding. We believe the Third Point Entities are, collectively, the largest outside shareholder of the Company.
On September 8, 2011, shortly after the Board removed Carol Bartz as CEO and installed Timothy Morse as interim CEO – making him the Company’s fourth chief executive in five years – Third Point sent to the Board a letter (the “September 8 Letter”) expressing the view that the Company was grossly undervalued and calling on the Company’s directors to recognize what Third Point believed were the Board’s misjudgments and failures, including, among others, the Board’s rejection of Microsoft Corporation’s $31 per share acquisition bid in 2008 and its hiring of Carol Bartz as CEO. The September 8 Letter called for certain directors to resign their seats voluntarily and stated that Third Point had held discussion with respected executives who could add value to a reconstituted Board. The September 8 Letter concluded by noting that the decision to undertake Board turnover initially rests with the individual directors and expressed the hope the Company’s directors would take Third Point’s views seriously and that a proxy contest would not be necessary in order to effectuate Board change.
Following receipt by the Company of the September 8 Letter, the Company sought to arrange a conversation between Mr. Loeb and either Roy Bostock, Chairman of the Board, or Jerry Yang, a founder of the Company and member of the Board. A telephone conversation was subsequently arranged for September 12, 2011 (the “September 12 Conversation”), between Mr. Loeb and Messrs. Bostock and Yang, in which others from Third Point and the Company participated. The Company confirmed, prior to the September 12 Conversation, that it would not provide to Third Point any material non-public information about the Company.
At the outset of the September 12 Conversation, Messrs. Bostock and Yang discussed with Mr. Loeb recent developments in the Company’s business. After Mr. Loeb questioned Mr. Bostock’s leadership and commitment to act in the best interests of shareholders, Mr. Loeb concluded from Mr. Bostock’s failure to acknowledge any responsibility for the Company’s problems that Mr. Bostock was unaware of what it takes to be an effective leader and that Mr. Bostock was not likely to resign from the Board. Mr. Loeb informed Messrs. Bostock and Yang that Mr. Bostock was part of the Company’s problem and that Third Point intended to pursue whatever efforts were necessary to remove Mr. Bostock from the Board. The September 12 Conversation ended abruptly when Mr. Bostock terminated the call.
On September 14, 2011, Third Point wrote to Mr. Yang expressing its disappointment that Mr. Bostock had prematurely terminated the September 12 Conversation and reiterating its view that Mr. Bostock was part of the Company’s problem. The letter urged Mr. Yang to push for desperately-needed leadership change and stated that Third Point was prepared to present Mr. Yang with suggestions of candidates who could help bring the Company back to its rightful place among the world’s top digital media and technology companies. Third Point received no reply to its letter from either Mr. Yang or the Company.
In early November 2011, The Wall Street Journal reported that the Company, in an effort apparently led by Mr. Yang, was considering among other alternatives a recapitalization transaction in which private equity firms would acquire up to a 20% stake in the Company and in which the Company would buy back shares from existing holders with the proceeds of the sale. The report, which was sourced to “people familiar with the matter,” indicated that the stake proposed to be acquired by the private equity investors would be aligned with the approximately 10% stake of Company co-founders, Mr. Yang and David Filo, to form an ownership block that, following the stock buyback, could represent as much as 40% to 45% of the then-outstanding Common Stock.
Following this report, on November 4, 2011, Third Point wrote to the Board to express its deep concern, based on media reports, that Mr. Yang might be pursuing his personal interests in discussions with private equity funds and that the Board and its Transactions and Strategic Planning Committee might be permitting Mr. Yang to engage