Dan Loeb, CEO of Third Point Partners, threatened Yahoo Inc (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:
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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.