SUNNYVALE, Calif.--(BUSINESS WIRE)--
Yahoo! Inc. ("Yahoo" or the "Company") (NASDAQ:YHOO) announced today the
extension of its previously announced modified "Dutch auction"
self-tender offer to purchase for cash up to $3,000,000,000 of shares of
its common stock until June 16, 2017 at 11:59 p.m., New York City time,
unless the tender offer is further extended or withdrawn by the Company.
The tender offer was previously scheduled to expire on June 13, 2017 at
11:59 p.m., New York City time. As of the close of business on June 7,
2017, Computershare Trust Company N.A., the depositary for the tender
offer, has advised that approximately 20,233 shares of Yahoo's common
stock have been tendered and not withdrawn. Holders of Yahoo
common stock who have already tendered their shares do not have to
re-tender their securities or take any other action as a result of the
extension of the expiration date of the tender offer.
Unless the tender offer is further extended, the "Alibaba VWAP" will be
the daily volume-weighted average price for an American Depositary Share
of Alibaba Group Holding Limited on the New York Stock Exchange on June
14, 2017, the second trading day prior to the revised expiration date;
provided, that in no event will the Alibaba VWAP be less than $100.00
for the purpose of computing the purchase price to be paid in the tender
offer.
The tender offer is subject to a number of conditions, which are
specified in the Offer to Purchase, including the condition that the
Company's shares shall have been removed from the Standard and Poor's
500 Composite Index (the "S&P 500"). On May 24, 2017, S&P Dow Jones
Indices announced that it will remove Yahoo from the S&P 500 effective
at the open on June 19, 2017 to coincide with the June 2017 rebalance of
the S&P 500. The tender offer has been extended in order to align the
timing of its expiration with the last trading day prior to the removal
of Yahoo's shares from the S&P 500.
As previously announced, following the closing of the proposed sale to
Verizon Communications Inc. ("Verizon") of the Company's operating
business (the "Sale Transaction"), the Company will change its name to
"Altaba Inc." and register as an investment company under the Investment
Company Act of 1940 (the "1940 Act"). Yahoo anticipates that the Sale
Transaction will close on June 13, 2017. Based on the anticipated
closing date, the Company intends to change its name to "Altaba Inc."
and register as an investment company under the 1940 Act before the
close of business on June 16, 2017.
Through the expiration of the tender offer on June 16, 2017, shares of
the Company's common stock will continue to trade under the ticker
symbol "YHOO." The Company has been advised by Nasdaq Global Select
Market that, following the effectiveness of the Company's name change to
"Altaba Inc.", assuming the tender offer is not further extended, the
shares of the Company's common stock will begin trading under the ticker
symbol "AABA" beginning on June 19, 2017.
Complete terms and conditions of the tender offer are set forth in an
Offer to Purchase, Letter of Transmittal and related documentation that
were filed with the United States Securities and Exchange Commission
(the "SEC") on May 16, 2017.
J.P. Morgan Securities LLC is serving as dealer manager for the tender
offer, Innisfree M&A Incorporated is serving as information agent for
the tender offer and Computershare Trust Company, N.A. is serving as
depositary for the tender offer. For more information about the tender
offer, please contact Innisfree M&A Incorporated at (877) 750-9498.
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 will contain
important information, including the terms and conditions of the tender
offer. The Company has filed a Tender Offer Statement on Schedule TO
(the "Schedule TO") with the SEC. The Schedule TO, including the Offer
to Purchase, the related Letter of Transmittal and other related
materials, are also be available to stockholders at no charge on the
SEC's website at www.sec.gov
or from the information agent for the tender offer, Innisfree M&A
Incorporated. Stockholders are urged to read those materials carefully
when they become available prior to making any decisions with respect to
the tender offer.
About Yahoo
Yahoo is a guide to digital information discovery, focused on informing,
connecting, and entertaining users through its search, communications,
and digital content products. By creating highly personalized
experiences, Yahoo helps users discover the information that matters
most to them around the world -- on mobile or desktop. Yahoo creates
value for advertisers with a streamlined, simple advertising technology
stack that leverages Yahoo's data, content, and technology to connect
advertisers with their target audiences. Yahoo is headquartered in
Sunnyvale, California, and has offices located throughout the Americas,
Asia Pacific (APAC), and the Europe, Middle East and Africa (EMEA)
regions. For more information, visit the pressroom (pressroom.yahoo.net)
or the Company's blog (yahoo.tumblr.com).
Forward-Looking Statements
This press release contains "forward-looking statements," including
statements as to the amount, timing and manner of the tender offer.
Risks and uncertainties may cause actual results to differ materially
from the results predicted. Potential risks and uncertainties include,
among others: (i) the closing of the Sale Transaction may be delayed or
may not occur at all; (ii) the existence or occurrence of any event,
change, or other circumstance that could give rise to the termination of
the definitive stock purchase agreement, which, in addition to other
adverse consequences, could result in the Company incurring substantial
fees, including, in certain circumstances, the payment of a termination
fee to Verizon under the definitive stock purchase agreement; (iii) the
net proceeds that the Company will receive from Verizon is subject to
uncertainties as a result of the purchase price adjustments in the
definitive stock purchase agreement; (iv) the initiation or outcome of
any legal proceedings or regulatory proceedings that may be instituted
against Yahoo and its directors and/or officers relating to the Sale
Transaction; (v) following the closing of the Sale Transaction, the
Company will be required to register and be regulated as an investment
company under the 1940 Act, which will result in, among other things,
the Company having to comply with the regulations thereunder, certain
stockholders potentially being prohibited from holding or acquiring
shares of the Company, and the Company likely being removed from the S&P
500 and other indices which could have an adverse impact on the
Company's share price following the Sale Transaction; (vi) the ability
of Yahoo to complete the tender offer and the number of shares it is
able to purchase pursuant to the tender offer or otherwise; and (vii)
the ability of Yahoo to achieve the benefits contemplated by the tender
offer.
More information about other potential risk factors that could affect
Yahoo's business and financial results is included under the captions
"Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in its Form 10-Q for the quarter
ended March 31, 2017 filed with the SEC and other documents the Company
files with or furnishes to the SEC. Any forward-looking statements made
in this press release are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments the
Company anticipates will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on, the
Company or its business or operations. All information set forth in this
communication is as of June 8, 2017. Yahoo does not intend, and
undertakes no duty, to update this information to reflect subsequent
events or circumstances.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170608006002/en/
Yahoo! Inc.
Media Relations Contact:
Sheila Tran,
408-349-4040
media@yahoo-inc.com
Investor
Relations Contact:
James Miln, 408-349-3382
investorrelations@yahoo-inc.com
Source: Yahoo! Inc.
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