EBay, Andreessen Dispute Icahn Accusations on Skype Deal

EBay Inc. Director Marc Andreessen struck back at activist investor Carl Icahn, who has accused the venture capitalist of conflicts of interest for his role in the company’s sale of videoconferencing service Skype.

Andreessen said he recused himself from negotiations and was transparent about his part in EBay’s sale of Skype to investors that included venture firm Andreessen Horowitz in 2009, according to a statement today. Icahn, who today released his fourth open letter in a week, says Andreessen benefited from the deal at the expense of EBay and its shareholders.

“I dispute all accusations that I have violated any of my duties to EBay shareholders,” Andreessen wrote in the statement. “I was uninvolved in EBay’s decision to spin off Skype and in EBay’s decision to choose to partner with the Silver Lake syndicate.”

Icahn, the billionaire who in January proposed that EBay spin off its PayPal electronic-payments unit, has stepped up his criticism of Chief Executive Officer John Donahoe and directors Andreessen and Scott Cook. While EBay has released several statements defending its leadership, Icahn has kept up pressure on Andreessen, saying today that his conflicts are “clear and unsurmountable” and that he has refused to sufficiently clarify what happened with the Skype deal.

“In a few short weeks you will have no choice but to face your stockholders at the annual meeting,” Icahn, who has said he is pursuing the release of documents related to Skype, wrote in the letter today, addressing the board. “We all deserve to know the truth about what really happened with Skype.”

Board Nominees

Icahn, who in January disclosed an 0.82 percent stake in EBay, is nominating two of his employees to join the board. San Jose, California-based EBay says Icahn’s proposal to split off PayPal isn’t in the best interests of shareholders because the faster-growing payments unit benefits as a part of the broader company.

In EBay’s own separate statement today, titled “The Truth About Skype,” the company said Icahn’s statements are “false and misleading” and repeated that Andreessen recused himself from EBay deliberations on the transaction. Venture capitalists play a key role on company boards, EBay said.

“VC representatives generally may have investments in other companies in similar or related fields and may sometimes raise potential conflicts,” the company said. “Rather than banishing valuable directors like Mr. Andreessen from their boardrooms, companies like EBay prefer to manage potential directors’ conflicts through scrupulous governance practices and full transparency.”

Skype Deals

EBay acquired Skype, a popular service for communicating via video chats, in 2005 and took a writedown of $1.4 billion on the unit two years later after it underperformed. In 2009, a group led by Silver Lake bought a majority stake in Skype, valuing the company at $2.75 billion. Andreessen Horowitz owned about a 3 percent stake, with EBay retaining 30 percent. Two years later, Microsoft Corp. acquired all of Skype for $8.5 billion.

The e-commerce company has said it explored options for Skype before the sale of the majority stake, and that the deal was the best decision for the company at the time.

Andreessen, who joined EBay’s board in 2008, said all the facts around his role in the Skype transaction were public at the time. He was re-elected to the board with more than 99 percent of the vote in 2012, he said.

“EBay has a very sophisticated body of shareholders,” he said today. “And if any of them saw any problem with my conduct around the Skype transaction, I am confident that they would have brought it up by 2012.”

The shares of EBay fell less than 1 percent to $58.31 at the close in New York. They have gained 6.3 percent so far this year.

Bloomberg LP, the parent of Bloomberg News, is an investor in Andreessen Horowitz.

(Updates with closing share price in 13th paragraph.)
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