Icahn’s showdown with Motorola to be decided at Monday meeting

CHICAGO (AP) – For months, Carl Icahn has been waging a not-so-quiet campaign to snag a seat on Motorola Inc.’s board.

At the cell phone maker’s annual meeting Monday evening, the billionaire financier will find out if his down-to-the-wire proxy battle full of letters, press releases and advertisements was enough to win support of shareholders.

Icahn, who though his affiliates has amassed a 2.9 percent stake in Motorola, has already secured the backing of one of the Schaumburg-based company’s largest shareholders.

ClearBridge Advisors, which owns 2.2 percent of Motorola’s shares, said Friday it would oppose the company’s management and support the activist shareholder in his bid for one of 13 seats on the company’s board.

But Motorola executives continue to maintain that Icahn is unqualified for the post and too busy with other commitments.

”We question – as should you – whether Carl Icahn will act in the best interests of all Motorola stockholders, or just in the best interest of Carl Icahn,” company executives said in an open letter to shareholders late last week. ”As a stockholder of Motorola, ask yourself whether someone like Carl Icahn, who is overcommitted elsewhere and underinformed about Motorola, would be a constructive addition to your board.”

Icahn’s bid has even divided leading proxy advisory firms, who lined up in opposing camps last month – two recommending that shareholders vote for the dissident investor and a third siding with the world’s No. 2 cell phone maker.

Observers said the race may be too close to call.

”The fact that they’re trading letters back and forth tells me that it’s pretty close,” said Bill Mann, a senior analyst at The Motley Fool.

Others said Icahn, who has pushed for management changes at other companies, will likely win a seat.

”He’s going to get on the board, I think,” said Jane Snorek, a technology analyst at Minneapolis-based First American Funds. ”Why wouldn’t you vote him on? He has a pretty good track record. He knows what he’s doing.”

That’s exactly the message Icahn hopes will resonate with investors.

He blames executives for Motorola’s sagging fortunes and the dismal performance of its once-golden cell phone unit.

”Ask yourself what is the real reason Motorola management is devoting so much time and effort to deny a large stockholder a single board seat, when their time could be much better spent fixing their business at this critical juncture for the company,” he said in a letter Friday. ”I am fearful the answer might be very troubling.”

Motorola had been on a two-year hot streak, thanks to the popularity of its Razr phones. Then it aggressively cut prices of Razrs and other high-end phones, especially in emerging markets, to boost market share. Profits dropped steeply.

Last month, Motorola posted its first quarterly loss since 2004 amid dismal sales in its largest segment, mobile devices. The company has reshuffled management and announced in January it would cut 3,500 jobs, or about 5 percent of its work force, as it tries it to reduce operating costs.

It has lost about one-third of its market value since October.

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On the Net:

Motorola Inc.: http://www.motorola.com