My take on the Yahoo response to Icahn's letter, for what it's worth:
Yahoo's letter seems very "boiler plate" to me. It rehashes many of the same arguments the company has already put forth, both publicly and privately:
Yahoo says it is still very open to a deal with Microsoft , or anyone else, so long as the deal fairly values the company. If there is a surprise, it's that Yahoo confirms that there is no other deal available, no other suitor, either then or now, waiting to strike a deal for the company.
Some might say Yahoo is in the "right" for simply not jumping at the first -- and only -- offer on the table. Icahn and friends might say that when the offer carries a 72 percent premium, Yahoo should not only have jumped, but with no other alternative, should have asked how high.
Yahoo is making the case that it's board is acting in the best interests of shareholders. With few analysts buying into the company's rosy financial outlook and projections, that's a tough argument to make when an offer like Microsoft's is deemed good, but not good enough. Looks like Yahoo's digging in for the fight.
Anyhow, just my two cents.
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