• He just likes to change lineups.


• He's traveling"he'll be selling off his stock ASAP.


• His backfield is in motion"he has ulterior motives, but no real plan for Yahoo if there is no deal.


• His lineup isn't familiar with our game plan, or our company. Icahn has even said that It's hard to understand these technology companies.


• He thinks he has our playbook and Microsoft's, but he doesn't.



• He doesn't know which uniform to wear"first he encouraged us to reject Microsoft's search-only deal and accept the Google deal, now he says we should go for the search-only deal.

But Microsoft's flip flops and inconsistencies over the past five months are so stupefying that one can only conclude that Microsoft was never fully committed to acquiring Yahoo! either because:


* Microsoft can't decide what is and isn't strategically important to its online business;


or


* Microsoft is more interested in destabilizing a key competitor so that it can either enhance its competitive position or buy our highly valuable search business"and the enormously desirable intellectual property associated with it"at a bargain basement price.

[W]e will sell the entire Company to Microsoft for $33 per share or more if Microsoft will negotiate a transaction that delivers certainty of value and certainty of closing. This is the simplest, most straightforward way to maximize value for you. Second, we remain open to selling only search to Microsoft as long as it provides real value to our stockholders and resolves the substantial execution and operational risks associated with the separation of our search and display businesses.


Third, your Board takes seriously its obligation to examine all value-creating steps it could take and continues to actively examine many of these now, including a potential spin-off of our Asia assets and a return of cash to stockholders.