Last week, Icahn, who owns a 1.39 percent stake in the company, notified Motorola's board of directors that he wants to be considered for a seat on Motorola's board. A vote on Icahn's nomination will take place at the annual shareholder meeting (a date hasn't been set yet, but the meeting typically takes place the first week of May). Motorola hasn't commented on whether its board of directors will support the nomination or not.
Icahn, who, believes Motorola's stock is undervalued. While little is known about his actual plans, he has said publicly that he wants Motorola to spend the majority of the $11.3 billion in cash it has in the bank to buy back company shares and help boost the fledgling stock price. Shares have declined about 30 percent since October and hit a 52-week low of $17.90 on January 12.
Meanwhile, Motorola has already initiated two share buyback programs. The first ended in May 2005 and cost the company $4 billion. The second, launched this summer, will likely cost the company $4.5 billion.
Icahn's move presents a strategic dilemma for Motorola CEO Ed Zander, because satisfying Icahn could make it hard for Zander to execute his own vision for the company. Zander has said he wants to keep a good portion of the company's cash in the bank and use some of it to buy smaller companies that can help Motorola broaden its product portfolio and reach into new markets. The company has already been on a shopping spree, announcing 10 new purchases in 2006, including the $4.9 billion purchase of the mobile enterprise equipment supplier Symbol Technologies.
While share buybacks can drive up stock prices by creating a demand for shares on the market, often the bump is only temporary. By contrast, the route Zander is taking with the company's cash may mean greater risk, but it can lead to higher rewards. Many acquisitions fail and rarely return meaningful value to shareholders, experts say. Still, acquisitions can yield valuable technology and expertise that can be translated into new products to build value for the company down the road.
And make no doubt, Motorola needs new products as the buzz for its hit Razr cell phone slows. In fact, a company that still isn't even in the cell phone market, Apple, has engendered the most excitement in the industry for an upcoming product--, which is expected to hit stores in June. But buzz and long-term vision aren't what concern Icahn, say people who have dealt with him.
"Carl does what he does to make money," said an attorney who has dealt with Icahn in other proxy battles but didn't want his name used. "He manages other people's money as well as hedge funds. His priority is to provide investors with fat returns. And you don't do that by staying in a stock long-term."
Icahn's move for a board seat comes after Motorola reported its second weak quarter in a row for its mobile-phone business. Even though the company shipped a record number of handsets--almost 66 million worldwide--during the quarter, its net income fell some 48 percent compared with the previous year. CEO Zander attributed the stumble to several factors, including plummeting prices on the popular Razr phone and missed sales targets of newer phones like the Krzr.
Zander, who is well-regarded on Wall Street, has acknowledged the company's problems, calling the recent shortfall "unacceptable." During a conference call with analysts and investors in January, he outlined steps to improve profitability. In addition to cost-cutting measures, he also mentioned plans for building next-generation handsets and investments in new markets such as Internet Protocol television (IPTV), the mobile enterprise and WiMax.
Some analysts believe that Icahn, who has waged knock-down-drag-out fights with other companies, such as Time Warner, for a seat on their boards, could help provide a needed reality check to Motorola's management team whether he actually gets on the board or not.
"I think management may have been a little overconfident in where they're headed," said Doug Christopher, an equities analyst with Crowell, Weedon & Co. "So Icahn's involvement at the very least could force management to address some key issues and put together an understandable strategy."
Motorola is a huge company with its fingers in several pots, so to speak. But the company generates roughly 66 percent of its revenue and about 67 percent of its profits from the mobile-handset division. This means that even a minor stumble in the company's mobile-handset business will have a profound effect on the overall performance of the company.
, Zander has made impressive improvements to the company's balance sheet, market share standing, and overall profitability. From the time Zander took over until the end of 2006, Motorola's worldwide market share jumped from 15 percent to 23 percent. One in four handsets sold around the world in the fourth quarter were from Motorola, the company said. Sales have grown 97 percent since 2003, and operating earnings (profit before interest and taxes) have leapt more than 200 percent.