In the wake of Carl Icahn’s latest public letter, which was released via his website, Shareholders’ Square Table, this morning, eBay Inc (NASDAQ:EBAY) director Marc Andreessen has issued a new response via the Andreessen Horowitz blog. He disputes every accusation Icahn has made in his fight against the company’s board.
Carl Icahn wants to know “what really happened with Skype”
Icahn has maintained that eBay Inc (NASDAQ:EBAY)’s directors have numerous conflicts of interest. One of the specific conflicts he has mentioned several times deals with eBay’s acquisition and sale of Skype. eBay acquired Skype in 2005 for $2.5 billion and then decided to spin it off in 2009 with an initial public offering. Of course that IPO didn’t happen, and instead, eBay sold a controlling interest in the VoiP provider to an investor group which included Marc Andreessen for $1.9 billion in cash and a $125 million note. That’s less than the company paid for it.
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Less than two years later, Microsoft Corporation (NASDAQ:MSFT) struck a deal to acquire Skype for $8.5 billion in cash. Icahn said this gain should have been eBay Inc (NASDAQ:EBAY)’s gain instead of Andreessen’s firm’s gain. He also alleges that Andreessen may have known at the time his group bought a controlling interest in Skype that Microsoft wanted to buy it.
Icahn: “Who is to blame for this epic blunder?”
The activist investor goes on to say that he wanted to know how much eBay Inc (NASDAQ:EBAY)’s directors knew about Microsoft Corporation (NASDAQ:MSFT)’s interest in Skype and when they knew it. He also wants to know specifically about Andreessen’s knowledge and the timing of it and whether he told eBay’s board.
In addition, he wants to know if Andreessen signed a confidentiality agreement which prevented him from sharing his knowledge with eBay Inc (NASDAQ:EBAY)’s board and whether he was “so clueless about corporate governance and the duties that directors owe to corporations under Delaware law that he truly believes that entering into a confidentiality agreement with a third party which apparently limited his ability to share vital information with eBay’s board of directors is acceptable or an excuse for his actions.”
Marc Andreessen defends himself… again
Last week, Andreessen defended himself from Icahn’s previous letter in The Wall Street Journal, and Icahn said he didn’t answer his questions well enough. This morning’s blog post provides some more definite answers to Icahn’s questions. For example, he said he “fully disclosed” his potential interest and recused himself from deliberations involving the Skype transaction. In addition, he said eBay Inc (NASDAQ:EBAY) retained 30% ownership of Skype, while his firm’s ownership was just 3%, which meant Skype had “a much bigger role” and a “far bigger economic payoff” than his firm when eBay sold Skype to Microsoft Corporation (NASDAQ:MSFT).
He also said he hasn’t served on the board of any company with a “significant competitive overlap with eBay” and that he discloses all situations where he thinks he has a potential conflict of interest and then recuses himself from discussions.