March 11 2014
The Battle For PayPal’s Future| PYMNTS.com
eBay Inc.’s board of directors have been in a pitched battled with activist
investor Carl Icahn.
As insults and accusations have flown, and more players have stepped up to be
heard in the dispute over the future of eBay Inc.’s Payments Arms, it can be
hard to keep track of who is say what about who.
Pymnts presents the high-(and-low)lights over the PayPal Proxy Fight over the
last month-and-a-half
Proprietary and Confidential
January 22 2014
Investor Carl Icahn formally requests consideration for a
move to split of payments service PayPal from parent
companyt eBay Inc. He also makes public his intention to
place two business associates on eBay’s board of
directors
Icahn earlier in the month acquired shares and derivative
securities that give him an economic interest of
approximately 0.82% in eBay, the company reported
Source: Pymnts
2|
Proprietary and Confidential
January 23 2014
eBay publically acknowledges investor and shareholders’
rights advocate Carl Icahn’s suggestion that eBay inc.
should spin-off PayPal should be to maximize shareholder
value.
“We have tremendous respect for Mr. Icahn, so if he
wants to talk with us, we’re happy to listen—just like
we’ll do with all of our shareholders. Spinning off
PayPal as a separate company from eBay Inc. is
not a new idea. In fact, eBay’s management team
and board routinely explore all of the company’s
strategic options. And based on everything the
company and board see today, we continue to
believe that shareholders and customers are best
served by keeping PayPal and eBay together.”
-Source: eBay Blog
3|
Proprietary and Confidential
January 23 2014
eBay Stock spikes in response to Icahn proposal.
Shares of the online retailer jumped higher after
the online auction website revealed Icahn’s breakup proposal
“eBay is a big contributor to PayPal's growth
and expansion," eBay CEO John Donahoe said in
a call with investors before the news broke
Source: CNN Money
4|
Proprietary and Confidential
February 23 2014
Icahn fires back in an open letter to stockholders,
reiterating the shareholder value in splitting off the
payments arm of eBay Inc. He also excoriates
eBay’s board as being rife with conflicts of interest
– particularly board members Marc Andreesen
and Scott Cook.
“…After diligently researching this company we have
discovered multiple lapses in corporate governance…
We have found ourselves in many troubling situations
over the years, but the complete disregard for
accountability at eBay is the most blatant we have
ever seen. Indeed, for the first time in our long history,
we have encountered a situation where we
believe we should not even have to run a proxy fight
to change the board composition. Rather, we believe
that in any sane business environment these
directors would simply resign immediately from the
eBay Board, either out of pure decency or sheer
embarrassment at the public exposure of the extent
of their self-serving activities.
Source: Carl Icahn Open Letter
5|
Proprietary and Confidential
February 24
eBay responds to Icahn, asserts their internal
process for dealing with potential conflicts and
reiterates the boards commitment to leaving eBay
and PayPalc connected.
“New eBay shareholder Carl Icahn has cherrypicked old news clips and anecdotes out of
context to attack the integrity of two of the
most respected, accomplished and valuedriven technology leaders in Silicon Valley.
Marc Andreessen and Scott Cook bring
extraordinary insight, expertise and leadership
to eBay’s board, which is scrupulous in its
governance practices and fully transparent
with regard to its directors’ other affiliations
and businesses.”
Source: eBay Blog
6|
Proprietary and Confidential
February 27 2014
Carl Icahn releases another open letter addressed to
stockholders. Icahn renewed his complaints about Marc
Andreessen and Scott Cook’s presence on the board,
and urged for their removable due to conflicts of
interest.
“The point is that because of the multiple hats they
wear and a number of their actions, we believe that
eBay directors Mr. Marc Andreessen and Mr. Scott
Cook have clear conflicts which call into question
whether they can adequately fulfill the duty of
loyalty that every director owes to ALL eBay
stockholders.”
Source: Carl Icahn, Open Letter
7|
Proprietary and Confidential
February 27 2013
eBay’s Board Chairman, founder and largest
shareholder Pierre Omidya responds to Icahn
in a statement.
“Instead of having an honest discussion
about a reasonable question, Mr. Icahn
has chosen to attack the integrity of two
highly respected and qualified board
members, Scott Cook and Marc
Andreessen. He also has attacked the
integrity of our CEO John Donahoe.
Mr. Icahn’s attacks are false and
misleading.”
Source: Pierre Omidya’s statement
8|
Proprietary and Confidential
March 5 2014
LinkedIn co-founder Reid Hoffman weighs into the
looming proxy fight with support for eBay’s embattled
board and CEO.
“To me, what’s most interesting about this story is
the light it sheds on the clash of values between
Icahn’s Wall Street world and the culture of
Silicon Valley.
…The fabled Eureka moments may lead to
product breakthroughs. But they rarely lead to
fully formed products, and they never lead to
mature and fully formed businesses.
Innovation comes from long-term thinking and
iterative execution.”
Source: Reid Hoffman LI Blog
9|
Proprietary and Confidential
March 7 2014
Marc Andreessen rises to his own defense, and accuses
Mr. Icahn of hypocrisy in his newly acquired standards
on conflicts of interest…
Carl Icahn 2014, on eBay:
“I have never seen what looks to me to be such
blatant disregard for fiduciary obligations to
stockholders.” (1)
Carl Icahn 2005, according to the Washington
Post: (2)
Carl Icahn is chairman of the board of XO and
owns more than 60 percent of the company, a
telecom-crash survivor that provides telephone
and data communications services for businesses,
using conventional wires and new-generation
wireless hookups.
•
Just over a week ago, XO announced it is
selling the wired part of its business for $700
million.
•
Selling it to . . . Carl Icahn.
Source: Marc Andreessen Blog
10 |
Proprietary and Confidential
March 10 2014
eBay’s Board of Directors rejects Icahn’ handpicked
selections for board two seats. Icahn’s choices were
reportedly rejected for not being experienced enough.
“John’s track record of success at eBay, driving
the company’s turnaround and growth, is well
documented,” the said eBay’s board in a released
statement. “Yet in pursuit of his own profit
motives, Carl Icahn has made another
unsubstantiated attack on John. Just like his
previous ones, this attack is false and misleading
and has already been utterly discredited by the
facts.”
Source: Forbes
11 |
Proprietary and Confidential
March 10 2014
Icahn releases another open letter following the board’s
decision, lambasting eBay’s culture of incompetence and
predicting a grim future for PayPal
“However, on the other hand, I fear that if left under
the management of eBay it (PayPal) will “wither”
(as Elon Musk said). I believe that if it is left as a
division of eBay, PayPal may well go the way of
other former technology greats such as Blackberry,
Dell, Eastman Kodak, Polaroid, Nintendo, Xerox,
Sony, Palm, and AOL – the same way that Motorola
Mobility may have gone had we not been able to
convince Motorola’s board to bring in a new CEO
and separate the companies – ultimately resulting
in a sale to Google.”
Source: Carl Icahn Open Letter
12 |
Proprietary and Confidential
March 19, 2014
Icahn has a changes tacks, and advocates for a partial IPO
of PayPal that would still leave the majority of the
company under eBay’s control.
“We believe conducting a 20% IPO of PayPal – and
creating two dedicated and highly-focused
independent businesses – will provide the best
opportunity for these businesses to remain
competitive over the long-term. The 20% IPO
structure should alleviate any concern of lost
synergies. All of the “secret sauce” and “flywheels”
would be preserved. A 20% IPO of PayPal could
allow for all of the benefits of an independent PayPal,
preserves all of the benefits of keeping PayPal inhouse and could be structured so as to be tax free to
shareholders…”
Source: Carl Icahn Open Letter
13 |
Proprietary and Confidential
March 20, 2014
eBay’s welcome’s Icahn’s change of proposal
“A partial separation of PayPal is not a new idea,
and we’re glad to see that Mr. Icahn now seems
to agree that a full separation of PayPal is not a
good idea,”
Source: Bloomberg
14 |
Proprietary and Confidential