Shiho Fukada / AP Carl Icahn

When: Wednesday, June 4 at 5:15 PM ET
Where: CNBC's "FAST MONEY"

Following is the unofficial transcript of a FIRST ON CNBC interview with Carl Icahn on CNBC's "Fast Money." All references must be sourced to CNBC's "Fast Money."

DYLAN RATIGAN: WELCOME BACK TO "FAST MONEY." WE ARE HERE LIVE AT THE NASDAQ, AND LET'S CUT TO IT. CARL ICAHN SENDING A LETTER TO YAHOO!'S BOARD TODAY SAYING CEO JERRY YANG IS TRYING TO SABOTAGE A DEAL WITH MICROSOFT, A MOVE MR. ICAHN SAYS IS THE ONLY WAY TO SALVAGE THIS INTERNET COMPANY. CARL ICAHN JOINS US ON THE FAST LINE. WELCOME BACK TO THE PROGRAM. WALK US THROUGH, IF YOU COULD WALK US THROUGH -- WHAT IS THE LIKELY SERIES OF EVENTS BETWEEN NOW AND AUGUST AT THIS ANNUAL MEETING?

CARL ICAHN: YEAH. I THINK THAT WE'RE GOING TO BE IN A BIT OF A TIFF. IT'S GOING TO BE SORT OF INTERESTING.

RATIGAN: YOU'VE DONE THIS A NUMBER OF TIMES.PUT YOUR TACTICS FROM PAST BATTLES IN THE CONTEXT OF THIS ONE. HOW DO YOU FEEL ABOUT YOUR ODDS ON THIS ONE, FOR INSTANCE?

ICAHN: WELL, I THINK WE HAVE GOOD ODDS. I TELL YOU I'VE RARELY SEEN ONE WHERE THE COMPANY HAS GONE TO SUCH LENGTHS TO ENTRENCH THEMSELVES. AND IT'S A SAD COMMENTARY. I KNOW A PROSELYTIZE THIS ON CORPORATE GOVERNANCE, ACCOUNTABILITY, YOU HAVE A -- YOU WONDER WHY THE SHELL IS GENERALLY DON'T STAND UP MORE. THIS ONE IS SORT OF INTERESTING THAT A FEW OF THOSE LARGE MONEY MANAGERS HAVE REALLY COME FORWARD AND HAVE SHOWN THEIR IRE AND WELL THEY SHOULD.

RATIGAN: WHAT DO YOU VIEW AS YOUR BEST ALTERNATIVES?

ICAHN: WELL, YOU SAY "ALTERNATIVES." I CERTAINLY DON'T WANT TO SEE AN ALTERNATIVE DEAL WITH MICROSOFT. THEY'RE TALKING ABOUT, WHICH WOULD BE SOME HIGH-BRED WHICH WOULD DEVALUE NO MATTER WHAT THEY SAY AT A LOT LESS THAN THE 33 OR 34 THAT THEY WERE TALKING ABOUT.AND, OF COURSE, THAT WOULD ENTRENCH THE BOARD AND WOULD ENTRENCH JERRY YANG BUT WOULD BE TERRIBLE FOR SHAREHOLDERS.

SO, I DO BELIEVE THE FOLLOWING -- THAT THIS COMPANY, YAHOO!, IS A VERY STRATEGIC AND IMPORTANT ACQUISITION FOR MICROSOFT, AND EVENTUALLY I HAVE TO BELIEVE THAT THAT'S GOING TO HAPPEN. YOU KNOW, I NOTICE THAT BARRY DILLER, WHO I THINK IS A REAL SMART GUY, SAID INCOMPREHENSIBLE WHAT'S GOING ON HERE. SO, I DO BELIEVE SOONER OR LATER THE DEAL HAPPENED. WHAT MIGHT HAVE OCCURRED AND WHY -- I MEAN, YOU REALLY MIGHT NEED A NEW BOARD AND A NEW CEO BECAUSE OF ALL THE -- THIS ENTRENCHMENT THAT -- THE SHENANIGANS THAT HAVE GONE ON HERE. MICROSOFT NOT BE WILLING TO HAVE THE FAITH IN THE CURRENT BOARD AND JERRY YANG TO BE THE STEWARD OF THE COMPANY FOR CLOSE TO A YEAR WHEN HSV GOING AND WORKED OUT. AND THAT MIGHT BE ONE OF THE REASONS THAT THEY THEORETICALLY WALKED AWAY. AND ANOTHER REASON, WHICH IS UNCONSCIONABLE IN MY OPINION IS $2.5 BILLION SEVERANCE PACKAGE THAT THIS LAWSUIT SPEAKS ABOUT. AND TO ME, THAT IS A REASON THEY MIGHT NOT WANT TO DO IT. NOW, INTERESTINGLY, THE 30 DAYS ARE UP THAT MICROSOFT HAD TO PULL THE BID, SO THE IF THE COMPANY HAS ANY DECENCY ABOUT ITS SHAREHOLDERS, IT SHOULD NOW RESCIND THAT AND LEAVE IT OPEN FOR A SUITOR TO COME IN. BUT WE'LL SEE IF THEY DO THAT.

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