Microsoft: Yes! We're! talking! to! Icahn!

Raider would flip Yahoo! to Ballmer

Microsoft confirmed today that it has been talking to Carl Icahn about possibly taking over Yahoo! should he succeed in ousting the board of directors.

Since officially pulling out of talks after failing to agree on a price for Yahoo! Microsoft has kept quiet about its attitude to Icahn, who has built up a shareholding in Yahoo! and will attempt to replace its board of directors at the company general meeting 1 August.

Icahn believes the Yahoo! board failed its shareholders by not taking the Microsoft shilling, but until now there was no evidence that Microsoft was prepared to restart the takeover talks with him.

In an official statement today Microsoft said it had been talking to Icahn for the past week and would be keen to negotiate with a new board of directors.

The statement said: "Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the “Search” function with large financial guarantees or, in the alternative, purchasing the whole company." Microsoft said it was too early to discuss prices or other terms until Yahoo! shareholders had chosen a new board.

Microsoft said it would be willing to re-start discussions immediately after the election of a new board.

Carl Icahn has written to Yahoo! shareholders telling them a deal with Microsoft would be back on the table if they vote for his slate of directors.

The letter, filed with the SEC, claims Icahn has met several times with Microsoft boss Steve Ballmer: "Several of our conversations have lasted as long as an hour. Also, a few of our discussions have taken place while other top executives, such as Kevin Johnson, participated."

Icahn promised that should his board be elected they would:

• Immediately start negotiation with Microsoft to sell the whole company or, in the alternative, sell "Search" with large guarantees.
• Move expeditiously to replace Jerry Yang with a new CEO with operating experience.

Icahn's letter said Ballmer would not negotiate any deal with Yahoo!'s current management. ®