The Register (theregister.com) reported Thursday that the search engine company explains in the unflattering letter why shareholders should not consider voting for investor Carl Icahn and his projected team of board directors.

Last weekend, Yahoo! rejected another bid from Microsoft and billionaire investor Carl Icahn on Saturday after the two issued a joint offer late last Friday.

In the letter, Yahoo! writes: "We believe the Icahn slate and agenda present significant risk to your investment in Yahoo!. We believe you cannot count on Microsoft to bail out Mr. Icahn's misguided agenda..."

Yahoo! also implies that the company could sell off its Asian division and hand over the money to its shareholders.

The letter argues that Icahn does not have the means to negotiate a fair deal with Microsoft because he does not have a plan in place for Yahoo!

It also adds that Icahn and his planned board of directors fail to have the experience to restructure a high-technology company in a fast-changing environment, as well as the know-how to manage Yahoo! for the estimated year before it is approved of a takeover.

The letter questions the unlikely pairing of Microsoft and Icahn, where it writes:

But Microsoft's flip flops and inconsistencies over the past five months are so stupefying that one can only conclude that Microsoft was never fully committed to acquiring Yahoo! either because:

• Microsoft can't decide what is and isn't strategically important to its online business; or
• Microsoft is more interested in destabilizing a key competitor so that it can either enhance its competitive position or buy our highly valuable search business - and the enormously desirable intellectual property associated with it - at a bargain basement price.

The letter closes by urging Yahoo! shareholders to vote for maintaining the existing board of directors by using the white proxy card.