Altaba Announces Extension of Tender Offer To Purchase Up to 195,000,000 Shares of its Common Stock For Alibaba ADSs and Cash
The tender offer was previously scheduled to expire on
Unless the tender offer is further extended, the "Alibaba VWAP" (determined as described in the Fund's Offer to Purchase dated
The Alibaba ADSs to be exchanged pursuant to the tender offer are being offered and exchanged pursuant to the exemption from registration under the Securities Act of 1933 (the "1933 Act") provided by Section 4(a)(1) of the 1933 Act.
The tender offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions, which are specified in the Offer to Purchase, including the condition that the
Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, the related Letter of Transmittal and other related documentation that were filed with the
None of the Fund, the Fund's affiliates or subsidiaries, the Fund's investment advisors, the dealer manager, the information agent or the exchange agent has made or is making any recommendation to the Fund's stockholders as to whether to tender or refrain from tendering their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. Stockholders are urged to consult their tax advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares. The tender offer is being made only pursuant to the Offer to Purchase, the related Letter of Transmittal, and other related materials mailed or otherwise delivered to stockholders, as they may be amended or supplemented from time to time. Stockholders should read those materials and the documents incorporated therein by reference carefully because they contain important information, including the terms and conditions of the tender offer. The Fund has filed a Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") with the
Visit www.altaba.com for more information.
This press release contains "forward-looking statements," including statements as to the amount, timing and manner of the tender offer, which reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative versions of those words or other comparable words. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that our future plans, estimates or expectations will be achieved. Such forward-looking statements are subject to risks and uncertainties and assumptions relating to our portfolio investments, operations, financial results, financial condition, business prospects, liquidity and planned transactions. Factors which could have a material adverse effect on our operations, future prospects and value of our shares include, but are not limited to:
- the risk that
Altabamay not be able to complete the tender offer and purchase the shares pursuant to the tender offer or otherwise;
- the risk that
Altabamay not be able to achieve the benefits contemplated by the tender offer;
- the risk that
Altabamay not be able to complete the sale of a portion of its Alibaba ADSs pursuant to sales in open market transactions and/or in private dispositions not executed or recorded on a public exchange or quotation service;
- the possibility that the value of Altaba's investment assets decline, including the equity securities of Alibaba it holds in its investment portfolio, and certain other investments;
- the less liquid nature of certain investments;
- risks with respect to the sufficiency of our available sources of liquidity to meet operating requirements;
- risks with respect to the future outcome of legal proceedings in which we are involved;
- the possibility of incurring certain tax liabilities, including certain state and foreign taxes, and the availability of a foreign tax credits with respect to Altaba's federal income tax;
- the possibility that a "blockage discount" may not be available for purposes of determining Altaba's
U.S.federal income tax liability on the exchange of Alibaba ADSs pursuant to the tender offer;
- risks with respect to our contractual arrangements and relationships with third parties, including creditors and counterparties to certain call spread agreements imposing obligations on us that hinder our ability to effectuate Altaba's objectives;
- the possibility that
Altabawill pursue other transactions or other actions, including continuing to sell shares of Yahoo Japan Corporation consistent with the Fund's previously announced intent, additional exchange offers of Alibaba ADSs (with or without cash) for shares, additional sales of Alibaba ADSs for cash, additional repurchases of shares either through tender offers or open market purchases using the proceeds from sales of Alibaba ADSs and/or shares of Yahoo Japan Corporation, converting to an open end fund to permit redemptions of shares in-kind for Alibaba ADSs and adoption of a plan of liquidation and dissolution followed by one or more distributions of cash and/or other assets pursuant to such plan; and
- Altaba's intention to retain sufficient assets to be able to satisfy or provide for its contingent liabilities before making any additional distributions to stockholders.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Offer to Purchase. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. The foregoing should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors described under the caption "Principal Risks" in our Form N-CSR for the fiscal year end
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