Yahoo Inc on Saturday rejected a proposal to sell its search business to Microsoft Corp and hand over the remainder of the company to activist investor Carl Icahn.
Yahoo said in a statement it received the joint proposal from Microsoft and Icahn on Friday evening and was given less than 24 hours to accept. It said Microsoft and Icahn made clear they were unwilling to negotiate the fundamental terms, which include the immediate replacement of Yahoo's board and removal of top management.
The company said the "take it or leave it" deal that was offered would also preclude a potential sale of all of Yahoo "for a full and fair price, including a control premium."
"This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo's stockholders in mind," Yahoo Chairman Roy Bostock said in the statement.
"Clearly, Microsoft, having failed to advance in search, is aligning with the short-term objectives of Mr. Icahn to coerce Yahoo into selling its core strategic search assets on terms that are highly advantageous to Microsoft, but disadvantageous to Yahoo stockholders," Bostock said.
The move comes a few weeks before Yahoo's annual meeting on August 1, when Icahn is seeking to oust Chief Executive Jerry Yang and replace the nine-member board with his own slate of directors. Icahn owns nearly 5 percent of Yahoo shares.
Microsoft, which has been embroiled in on-again, off-again deal talks with Yahoo for six months, has said it no longer wants to negotiate with Yang's team, but that it is willing to resume talks if a new management is in place on August 1.
Yahoo did not detail the financial returns of the new proposal from Microsoft and Icahn, saying only that it was an improvement over an offer the software maker made in June but still carried less financial value and more risk than Yahoo's current search advertising deal with Google Inc.
Yahoo had signed the deal with Google in June and said it was expected to generate $250 million (125 million pounds) to $450 million of incremental cash flow for the first 12 months after implementation.
The AllthingsD blog quoted sources as saying the new Microsoft offer included a $20 billion advertising search revenue guarantee over 10 years, as well as other "small improvements" on the previous proposal."
