Icahn to Yahoo board: Sell to Microsoft or leave

Spurred on by outraged shareholders, Icahn notified Yahoo Thursday that he will lead a revolt to oust Yang and the rest of the Internet company's board unless they renew negotiations with Microsoft that fell apart May 3 when the two sides couldn't agree on a price.

To pressure Yahoo, Icahn has nominated an alternate slate of directors to replace the current board in an election scheduled July 3 at Yahoo's annual meeting. If the uprising is successful, an Icahn-led board presumably would fire Yang as CEO and try to negotiate a sale to Microsoft.

To gain leverage in the looming battle, Icahn revealed that he has spent more than $1 billion snapping up 59 million Yahoo shares and options to give him a 4.3 percent stake in the Sunnyvale-based company. He plans to seek approval from the Federal Trade Commission to acquire up to $2.5 billion in Yahoo stock, including his current holdings.

Icahn's challenge opens a dramatic new chapter in a saga that began Jan. 31 when Microsoft stunned Yahoo with a takeover bid that started out at $44.6 billion, or $31 per share, and then rose to $47.5 billion, or $33 per share, earlier this month.

The showdown now features at least five billionaires with diverse agendas:

Yang and fellow Yahoo co-founder David Filo, who believe Yahoo is worth at least $53 billion; Icahn and basketball team owner Mark Cuban, who has agreed to help shake up the company that made him rich; and Microsoft CEO Steve Ballmer, who, until recently at least, viewed Yahoo as a key weapon in his crusade to topple Internet search and advertising leader Google Inc.

Hoping to seal the deal, Ballmer orally offered to buy Yahoo $33 per share. But Yang and Filo -speaking on behalf of Yahoo's board -sought $37 per share, a price the stock hasn't reached in more than two years. The impasse prompted Ballmer to withdraw the bid.

In a letter sent Thursday to Yahoo Chairman Roy Bostock, Icahn lambasted the board's actions as "irresponsible" and "unconscionable," given that Yahoo's stock stood at $19.18 before Microsoft first made its bid. He urged the board to reopen the talks.

"I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies," Icahn wrote.