SiliconBeat

Carl Icahn — shareholder activist or corporate raider, you decide — sent out a variation of his cage-rattling letters to the board of Motorola the same day it made its “much delayed and long overdue” (his characterization, not ours) announcement that it would spin off its mobile devices division into a separate company.

The letter, contained in a filing his Icahn Associates made with the SEC today, expresses”concerns about the speed and manner in which a new management team is selected for the Mobile Devices business and the separation transaction is consummated. Time is of the essence and decisive action is required,” Icahn wrote.

He then asks some questions, two of which seem a bit rhetorical:

1. Why will it take you until sometime in 2009 to accomplish the separation?
2. Why does it take the threat of a proxy fight for you to make promises we all want to hear?
3. Do you intend to carry out your proposals or will it be a repeat of last year’s proxy fight strewn with a string of broken commitments?

The letter takes issue with the board’s version of some facts, including its statement
yesterday “that we discussed Board Nominees with Carl Icahn and we proposed two nominees and he declined.” Only “partially true”, says Icahn, explaining:

“It is true that Sandy Warner, head of the Nominating Committee called me and offered seats to two of my Nominees if I would drop the proxy fight. However, you failed to mention in your conference call that I told Mr. Warner that I would gladly accept this offer if the Board would also accept Keith Meister. Mr. Warner replied summarily to this offer that Meister did not ‘qualify.” I asked Mr. Warner what does one have to do to qualify — lose $37 billion dollars?”

Last year Motorola’s board opposed Meister’s nomination to the board, calling him “an
unqualified employee of his hedge fund. (The photo above is Carl with his wife Gail — you go Carl!) It cited skepticism expressed by Institutional Shareholder Services, the proxy advisory firm, over Meister’s nomination to another board in 2003, who questioned his “limited financial background,” which included “two years as a junior analyst at Lazard Freres and short stints at Northstar Capital Partners and J Net Ventures”.

Icahn says he told Sandy Warner, head of the Motorola’s compensation committee, that “the situation at Motorola is too serious for the Board to remain a country club.”

The only statement the board made in its conference call Wednesday with which Icahn could “totally agree,” was that “there can be no assurances that any transaction will ultimately occur.”