Yahoo might not have a suitor just yet, but it did make a rather surprising move on Wednesday.
The beleaguered search company just announced that it has brought on four new independent directors to its board, including activist investor and Starboard Value CEO Jeffrey Smith, the company’s most outspoken critic over the last year. In addition, the new board will feature Tor Braham, former managing director and global head of technology mergers and acquisitions for Deutsche Bank Securities; Eddy Hartenstein, former CEO of the Los Angeles Times Media Group; and Richard Hill, former chairman and interim CEO of technology invention company Tessera.
The company added that Starboard has agreed to drop its slate of director nominees as part its “agreement” with Starboard.
The addition of Smith to Yahoo’s (YHOO) board comes after a longtime disagreement between one of Yahoo’s top (and vocal) investors and the company itself. Over the last year, Smith, whose Starboard Value owns approximately 1.7% of Yahoo shares, has been increasingly vocal about Yahoo’s troubles, and has written several long letters to the company’s board calling on a variety of changes in light of Yahoo’s financial and competitive issues. Smith has gone so far as to call for the ouster of CEO Marissa Mayer, who he argues, has not been doing a good-enough job to run the company.
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Meanwhile, he has urged Yahoo’s board to find a company to gobble its core business up—something Yahoo is exploring—and said that after several failed attempts to be heard, he would launch a proxy fight during Yahoo’s annual meeting in June to take control over the company and sell it to the highest bidder.
Yahoo’s turnaround efforts have been troubled, at best. The hobbling company announced earlier this month that revenue was down 11.3% to $1.09 billion in the first quarter. The company lost $99.2 million during the period, compared to a $21.2 million profit in the first quarter of 2015.
Still, Mayer has heretofore had her board’s backing as she tries to turn around the company. Mayer’s plans include cost-cutting and layoffs, reducing some of Yahoo’s bloat while trying to attract more users to the company’s services. Meanwhile, she’s hoping that Yahoo can grow its advertising revenue.
However, that plan has so far shown little progress, prompting Smith to intensify his attacks on Yahoo’s board and management.
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In response to those attacks, Yahoo’s board agreed to evaluate strategic options that could include selling off its core business. Several reports suggest Verizon (VZ), among other companies, is interested in acquiring Yahoo, but so far, no deals have been made. Yahoo has also not said for sure that it will make a deal and, at least publicly, believes that Mayer’s turnaround efforts could ultimately be successful.
The agreement on Wednesday, however, might shed a different light on Yahoo and what the board’s plans are for the future.
Yahoo has effectively signed a deal with its chief critic and allowed that person to not only join its board, but also become a member of the Strategic Review Committee, which is evaluating acquisition proposals. The addition of Braham, an expert in mergers and acquisitions, also suggests Yahoo is serious about a buyout.
Pegging a figure on exactly how much Yahoo’s core business might be worth, however, could be difficult. Yahoo owns a stake in China-based e-commerce giant Alibaba (BABA), valued at around $30 billion. In addition, its stake in Yahoo Japan is valued at around $8 billion. As of this writing, Yahoo’s market cap is $35.4 billion. That would suggest that Yahoo’s core business is worthless, and is indeed something some bearish analysts have argued.
However, Yahoo is still generating significant cash flow and for the right company that can find some desirable divisions, it could have some value. In December, Fortune polled several analysts on their valuation of Yahoo’s core business, which includes its digital-advertising operations, as well as popular sites like Yahoo Finance. They pegged the company’s value at between $5 billion and $8 billion. Since then, however, Yahoo’s shares have risen a bit, suggesting it might be worth a bit more.
It’s unknown how much Yahoo is hoping to get from a would-be buyer, but with Smith now on board, it seems clear a potential acquisition is getting closer.
Yahoo’s board will now have 11 members. At the company’s annual meeting later this year, two incumbent directors, Lee Scott and Sue James, will not stand for re-election, leaving nine members, including the four added on Wednesday.
Smith did not immediately respond to a request for comment.
