Motorola, Icahn Reach Agreement on Board

By Stephen Lawson

April 07, 2008 — IDG News Service —

Motorola and Carl Icahn have reached an agreement that ends the activist investor's long battle to install members on Motorola's board and break up the company.

Two people Icahn has backed for the board will be nominated to it, and one will be seated immediately, the company and Icahn said in a statement Monday. In addition, Motorola agreed to seek input from Icahn regarding the spinoff of the company's handset division and the search for a leader of that unit. As part of the deal, all pending litigation between Motorola and Icahn will be dismissed.

Icahn owns about 6.4 percent of Motorola. He has been pressuring the wireless network and handset maker for several months, at first waging an unsuccessful battle for shareholders' proxy votes to get elected to the board himself. He also has argued that Motorola would be worth more broken up than as a whole. Icahn attacked while Motorola was suffering weak financial results after profits from its popular Razr handset faded and it failed to come up with another hit phone.

The pressure may have succeeded. CEO Ed Zander stepped down late last year, and last month the company announced plans to separate the handset division from its enterprise and home network units in 2009. Motorola would become two companies, each with its own stock. The plan still needs some approvals.

William Hambrecht, founder, chairman and CEO of financial services firm WR Hambrecht + Co., and Icahn investment funds managing director Keith Meister, will be nominated for the board at the company's 2008 Annual Meeting of Shareholders as part of the deal announced Monday. Meister also was appointed to begin serving on the board immediately. Hambrecht and Meister are allowed to communicate with Icahn about the board's activities, subject to certain confidentiality rules, according to the statement.

Icahn invests broadly and has a reputation for using his ownership of large stakes in various companies to bring about changes. Last year he demanded that BEA shareholders be allowed to vote on Oracle's proposal to buy the enterprise software maker. The deal passed a special shareholder vote last week. In 2005, he told Time Warner to reverse its troubled 2000 acquisition of AOL. It never did.

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