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eBay Fires Back At Icahn, Calls Him A Distraction

The company is imploring shareholders to vote against Icahn's proposal to spin-off PayPal and appoint two board members at its upcoming annual meeting, and calling out Icahn's personal attacks and the credentials of his proposed board members. This is just the latest in a heated battle that's taken shape in the last three months.

Posted on March 25, 2014, at 1:32 p.m. ET

The Associated Press

Carl Icahn is getting a taste of his own medicine.

The hedge fund titan and billionaire activist investor currently embroiled in an intense battle with eBay over whether to spin-off its PayPal business has spent the better part of the winter publicly sparring the company's executives. Icahn has taken jabs at eBay's CEO John Donahoe and board member and venture capital powerhouse Marc Andreesen, all while vying for two spots on the company's board. Now eBay is firing back in a big way, rallying shareholders to vote down Icahn's proposal at its 2014 Annual Meeting on May 13.

In a proxy filing and accompanying letter to shareholders Tuesday, eBay urged potential proxy voters to strike down Icahn's proposal, calling it unoriginal and not in the best interest of eBay shareholders. Keeping eBay and PayPal together, the company said, would help grow both businesses, as well as pave the way for entry into emerging market countries and foster innovation, the proxy filing said. Moreover, Icahn's proposed breakup of the two would be a "distraction" for the company.

Perhaps more biting, however, was eBay's attempted evisceration of Icahn's proposed board members' credentials. The eBay letter called Jonathan Chistodoro and Daniel Ninivaggi "overboarded" with each sitting on four other company boards. Moreover, the company questioned Christodoro's Wall Street experience as a recent graduate of business school, and asserted that both he and Ninivaggi are too closely tied to Icahn, indicating the hedge fund manager had put "little consideration" into his selection of board nominees.

What eBay was ultimately the most derisive of was Icahn's tactics of using "personal attacks" to get what he wants in a proxy fight.

"Rather than debate the merits of his proposal, Mr. Icahn has launched an aggressive media campaign to attack the management and directors of eBay," the letter states. "Mr. Icahn has a long history of using personal attacks as a means to his own ends. We believe his public attacks have been counterproductive and are an attempt to distract attention from eBay's long track record of delivering results for eBay's shareholders."

Icahn, who has been tweeting aggressively about eBay and making the media rounds this week to talk about the fight, has yet to comment.