Yahoo questions how serious Microsoft was on deals

By Michele Gershberg and Eric Auchard

NEW YORK/SAN FRANCISCO (Reuters) - Yahoo (YHOO.O) on Monday sought to rally shareholder support in the face of a proxy battle with billionaire Carl Icahn, saying the activist investor had an "ill-defined plan" for the future of the Internet company.

Yahoo detailed its rationale for rejecting a $47.5 billion (24 billion pound) takeover offer by Microsoft (MSFT.O), questioning whether the software maker was ever serious about a full-scale merger in a filing with the U.S. Securities and Exchange Commission.

"The record casts doubt on whether Microsoft was ever committed to a whole-company transaction," the filing states.

Microsoft spokeswoman Jamie Moser fired back at Yahoo's allegations that the software giant was not earnest in pursuing the deal: "This is simply revisionist history," she said.

Icahn is running a slate of directors to replace Yahoo's board and has called for the removal of Chief Executive Jerry Yang ahead of the company's annual shareholder meeting to be held in Silicon Valley on August 1.

The activist shareholder has said the company should still offer to sell itself, though Microsoft has said it is no longer interested in a full buyout.

"Icahn misrepresents the manner in which we negotiated with Microsoft," Yahoo said in an investor presentation it plans to make at the meeting. "Our board remains the best and most qualified group to maximize value for Yahoo stockholders."

The company struck a similar tone in a letter to shareholders last week.