msnbc.com staff and news service reports
updated 5/2/2007 6:43:04 PM ET 2007-05-02T22:43:04

Billionaire investor Carl Icahn lashed back at Motorola late Tuesday in his bid to win a seat on the company’s board, saying he doesn’t think the company is well-managed.

"They have done a terrible job and the board has not done a damn thing about it, in my opinion," Icahn told CNBC.

Motorola urged its stockholders Wednesday to reject Icahn’s bid join the company’s board.

“We believe Carl Icahn views directorship as a mere adjunct to his investing activity,” Motorola said in a press release. “ Furthermore, we will not allow Carl Icahn to use Motorola as his self-serving platform. This is not about governance; this is about Carl Icahn's qualifications and commitment to serve on Motorola's Board.”

Icahn, who said he owns $200 million worth of Motorola stock, began stirring the pot with an open letter shareholders in Tuesday’ edition of the Wall Street Journal.

“Motorola's destruction of $20 billion of market value over the last six months and its failure to create any improvement in share price over 2.5 years is, in my opinion, completely unacceptable," Icahn said in his letter.

The 71-year-old takeover veteran repeated his concerns about company's financial condition in his CNBC interview.

"On Jan. 9, they [Motorola] said margins would be 8 percent — which is huge," Icahn told CNBC’s David Faber. "But in March, only two months later, margins were negative five — meaning they lost $500 million in the fourth quarter on the handheld business.

"That worried me quite a bit about this company, about this board," he added. "They changed directions several times."

In its statement, the company referred to an interview Icahn gave to CNBC in 2006.

"How can a guy be on eight boards and know what the hell he's doing?” Icahn said in that CNBC interview. “How can somebody sit on a board — even if he's the smartest guy in the world — if he was Einstein — and understand what that company is doing?"

Motorola said Icahn now serves on the board of directors of 11 companies and also serves as chairman of at least four of them.

Icahn told Faber that the claim was "nonsense," and that he was only really involved in four or five boards.

Motorola also suggested that if Icahn were elected to the board, he might have trouble balancing trading restrictions as a board insider, but also as an active hedge-fund manager with obligations to his own investors.

In a letter filed with regulators, Icahn said his "$1.2 billion investment is more than sufficient incentive for me to devote all of the time and effort required to help ensure management is 'getting it right."'

"Management's attacks on my purported lack of 'experience, engagement or commitment' strike me as ludicrous," Icahn said in an open letter to shareholders. "Those qualities are precisely the ones I commit to bring to Motorola."

It was Icahn's second letter to shareholders this week, suggesting that the outcome of the election is all but clear, since both sides have engaged proxy solicitation firms to gauge stockholder sentiment.

Two major proxy advisory firms, Institutional Shareholder Services and Proxy Advisory, favor Icahn's candidacy, while another, Glass Lewis & Co. does not, saying Icahn has not adequately disclosed his strategy for Motorola.

Icahn urged stockholders to shake up Motorola’s board of directors when shareholders vote for a board candidates on May 7.

Icahn began his campaign for Motorola board seat in January. The company has struggled in recent quarters with weak cell phone sales that caused it to post a first-quarter loss.

(Reuters contributed to this report.)

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