Altaba Commences Tender Offer to Purchase Up to 195,000,000 Shares of Its Common Stock for Alibaba ADSs and Cash
The tender offer will expire on
Alibaba ADSs are listed on the
Consistent with the Fund's investment objective, the purpose of the tender offer is to seek to increase the price at which its shares trade relative to the then-current value of its principal underlying assets. The Fund believes that the tender offer represents a significant step in the Fund's efforts to achieve its investment objective, and also preserves the Fund's flexibility to pursue other methods to narrow the discount at which its shares trade relative to its net asset value and return capital to stockholders.
Throughout the tender offer, a dedicated webpage will be available at http://www.innisfreema.com/tender/aaba,
which will provide (i) the current closing prices of the
All shares accepted for payment will be purchased for the offer consideration described above. If more than 195,000,000 shares are properly tendered in the tender offer and not withdrawn prior to the expiration date, tendering stockholders owning fewer than 100 shares, or "odd lot" holders, will have their shares purchased without proration and all other tendered shares will be purchased on a pro rata basis, subject to the conditional tender provisions described in the tender offer materials being distributed to stockholders. Stockholders whose shares are purchased in the tender offer will be paid promptly after the expiration of the tender offer.
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.
During and immediately following the tender offer period, the Fund intends to sell a portion of its Alibaba ADSs through open market transactions and/or through private dispositions not executed or recorded on a public exchange or quotation service. The sale of its Alibaba ADSs is intended to raise cash to pay the taxes that are expected to be incurred upon the exchange of Alibaba ADSs pursuant to the tender offer and in such sale of the Alibaba ADSs, and the proceeds may also be used to fund all or a portion of the aggregate cash portion of the offer consideration. Upon completion of the tender offer and the sale of Alibaba ADSs, the Fund expects to own approximately 11% of the outstanding Alibaba shares.
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, among others, the conditions that (i) the Fund
shall have sold at least 10,000,000 Alibaba ADSs in the sale described
above and (ii) the
The Fund's directors and executive officers have informed the Fund of their intention not to tender any shares in the tender offer.
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 Fund's management will conduct a corporate update conference call to
discuss the tender offer and the matters described in this press release
A webcast of the conference call will be available to the public on a listen-only basis at www.altaba.com, under Events. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website for 12 months following the call.
For those who cannot listen to the live call, a replay will be available
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 when they become available
because they will contain important information, including the terms and
conditions of the tender offer. The Fund has filed a Tender Offer
Statement on Schedule TO (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
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