Carl Icahn, the activist Motorola (NYSE: MOT) shareholder, who is embroiled in a proxy battle with the company, sent a letter to the board of directors today, asking why the spin-off of the mobile devices group is only coming after he maintained pressure on the board, and why it will take so long—or until 2009—to complete. “The spin-off of the Mobile Devices business and the establishment of two fully independent companies with separate management teams and Boards is clearly a step in the right direction,” he wrote “As you know, for some time I have argued that this should be done.” Release.

He asked the board three questions:

1. Why will it take you until sometime in 2009 to accomplish the separation?

2. Why does it take the threat of a proxy fight for you to make promises we all want to hear?

3. Do you intend to carry out your proposals or will it be a repeat of last year’s proxy fight strewn with a string of broken commitments?...The only statement made in your conference call we totally agree with is that “there can be no assurances that any transaction will ultimately occur.”

In the letter, Icahn also discussed Motorola’s offer of two board seats in order to drop the proxy fight. He said he would gladly accept the offer if the board would also accept Keith Meister, who manages Icahn’s $8 billion fund. Ichan said Motorola said he was not qualified because the board did not ‘know’ him. He wrote: “My answer was that Meister would fly anywhere at any time to meet the Board so they could ‘know’ him (I did mention that the situation at Motorola is too serious for the Board to remain a country club). My offer to Motorola stills stands.”

He said Motorola should accept Meister so they can move on. “I do however agree with you that this proxy fight is a distraction that Motorola at this junction can ill afford,” he said. “We ask the Board meet with Meister, put egos aside and let’s get on with the urgent business at hand.”

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