Yahoo said Saturday it has rejected a "ludicrous" deal with Microsoft orchestrated by corporate raider Carl Icahn, who is bent on overthrowing the struggling Internet search pioneer's board.
Yahoo's said a "take it or leave it" proposal made by Icahn and Microsoft on Friday called for a massive restructuring of the California firm and the sale of its online search business to the US software colossus.
"This odd and opportunistic alliance of Microsoft and Carl Icahn has anything but the interests of Yahoo's stockholders in mind," Yahoo board chairman Roy Bostock said in a release.
"While this type of erratic and unpredictable behavior is consistent with what we have come to expect from Microsoft, we will not be bludgeoned into a transaction that is not in the best interests of our stockholders."
Bostock called any notion of accepting the offer "ludicrous," saying it was crafted without input from Yahoo and weighted mightily in Microsoft's favor.
Microsoft and Icahn gave the Yahoo board less than 24 hours to decide on the offer, which was non-negotiable, according to Bostock.
The deal called for Yahoo's board to be immediately replaced by an Icahn-led slate and the removal of top Yahoo executives, with co-founder and chief executive Jerry Yang presumably heading the list.
The US billionaire, who has amassed a stake in Yahoo and accuses the board of botching earlier takeover talks with Microsoft, has been trying to convince shareholders to back his slate at a vote during August first annual meeting.
"Microsoft and Mr. Icahn are trying to dismantle the company and deliver our search business to Microsoft on terms that would be disadvantageous to Yahoo stockholders," Bostock said.
"We are prepared to let our stockholders, not Microsoft and Carl Icahn, decide what is in their best interests and we look forward to the upcoming vote."