• by Mark Walsh  @markfwal, July 18, 2008

In its latest appeal to shareholders, Yahoo warned that Carl Icahn would "destroy stockholder value" at the Internet company while reiterating that it was still open to a deal with Microsoft on the right terms.

The letter, issued Thursday by Yahoo Chairman Roy Bostock and CEO Jerry Yang, comes in advance of Yahoo's Aug. 1 annual meeting where shareholders will vote to support the company's current board of directors or an alternative slate of candidates proposed by activist investor Icahn.

Yahoo stressed that Icahn, "well-known as a corporate agitator," was only pursuing his own narrow interests to recoup his investment in the company. By contrast, Yahoo had taken a series of steps--including its recent search outsourcing deal with Google--to boost shareholder value.

The company also said it was exploring ways to "unlock" the value of its Asian assets, primarily its stakes in China-based search engine Alibaba.com and Yahoo Japan.

While rejecting a recent offer from Microsoft to acquire only its search business, Yahoo said it would sell the entire company to the software giant for $33 a share in a deal that "delivers certainty of value and certainty of closing."