NEW YORK -- Microsoft and billionaire activist investor Carl Icahn say the software maker is willing to discuss a transaction with Yahoo if shareholders of the online search company elect a new board.

In a letter sent to Yahoo Inc. shareholders Monday, Icahn said he has little doubt that a new board would immediately start negotiations with Microsoft Corp. to sell the entire company and move "expeditiously" to replace Jerry Yang with a new chief executive.

Microsoft later confirmed it is prepared to enter discussions immediately after Yahoo's August shareholder meeting if a new board is elected.

Icahn and Microsoft said it would be premature to discuss price.

Microsoft withdrew a $47.5 billion bid to buy Yahoo in early May.