Icahn support would be up if he ensures Yahoo price: Legg

By Kenneth Li

SUN VALLEY, Idaho (Reuters) - Carl Icahn would have more support in his proxy battle against Yahoo Inc (YHOO.O) if he pledged not to sell the company for less than $33 a share, Legg Mason (LM.N) portfolio manager Bill Miller said on Tuesday.

Miller's Legg Mason Capital Management is the third-largest institutional shareholder of Yahoo, with a 5.23 percent stake as of March 31, according to a regulatory filing.

While billionaire investor Icahn was not expected to attend the Allen & Co media and technology conference in Sun Valley, Idaho, he and his target Yahoo were the center of attention.

Icahn, who owns more than 4 percent of Yahoo, is seeking to replace the Web company's board and Chief Executive Jerry Yang at an August 1 shareholders meeting.

His bid got a major boost on Monday, when Microsoft Corp (MSFT.O) said it was willing to immediately resume deal talks with Yahoo if it elected a new board.

"The difficulty with Icahn is he'd have more shareholder support if he would say he wouldn't sell the company for less than $33," Miller told Reuters, when asked if he would back Icahn's board slate for Yahoo, speaking on the sidelines of the annual Allen & Co conference.

Talks between Yahoo and Microsoft broke down in early May. Microsoft originally offered Yahoo $31 per share and raised it to $33, or $47.5 billion, but Yahoo demanded $37 per share.

The software company said on Monday it was willing to resume talks to buy all or part of Yahoo with a new board, but it would be premature to discuss details such as price.

In a Reuters interview on Monday, Icahn argued that his proposed dissident board slate would make Microsoft feel more secure in risking a large sum of capital to complete the deal during the regulatory approval process.

Yahoo's biggest investor, Capital Research, has told Yang it may vote against the board in the proxy fight, the blog AllThingsD has reported.

Yahoo shares rose 73 cents, or 3 percent, to close at $24.64 on Nasdaq on Tuesday.

(Editing by Richard Chang and Braden Reddall)