NEW YORK--(BUSINESS WIRE)--
Yahoo! Inc. ("Yahoo" or the "Company") (NASDAQ:YHOO) announced today
that it completed the sale of its operating business to Verizon
Communications Inc. for $4,475,800,000, subject to certain pre-closing
and post-closing adjustments as provided in the underlying definitive
stock purchase agreement. As previously announced, on June 16, 2017, the
Company will change its name to "Altaba Inc."
Following the sale, the Company's remaining assets consist of an
approximately 15% equity stake in Alibaba Group Holding Limited; an
approximately 36% equity stake in Yahoo Japan Corporation; cash, cash
equivalents and marketable debt securities; certain minority
investments; and Excalibur IP, LLC, which owns certain patent assets
that were not core to Yahoo's operating business. Its retained
liabilities include the Company's 0.00% convertible senior notes due
2018; shareholder litigation; and certain liabilities relating to data
breaches incurred by Yahoo. The Company's headquarters have been
relocated to New York City.
On June 16, 2017, the Company plans to file with the Securities and
Exchange Commission (the "SEC") a Notification of Registration on Form
N-8A and a Registration Statement on Form N-2 in order to register as a
publicly traded, non-diversified, closed-end management investment
company under the Investment Company Act of 1940.
Upon the closing of the sale, each of David Filo, Eddy W. Hartenstein,
Richard S. Hill, Marissa A. Mayer, Jane E. Shaw, Jeffrey C. Smith and
Maynard G. Webb, Jr. resigned from the Company's board of directors. The
remaining directors are Eric K. Brandt (Chairman), Tor R. Braham,
Catherine J. Friedman and Thomas J. McInerney. Also upon the closing,
Mr. McInerney became the Company's Chief Executive Officer, Alexi A.
Wellman became its Chief Financial and Accounting Officer, and DeAnn
Fairfield Work became its Chief Compliance Officer. Arthur Chong
continues to serve as the Company's General Counsel and Secretary.
Mr. McInerney stated: "After extraordinary effort over the past 18
months, we are pleased to complete this historic transaction and begin a
new chapter. We thank our Yahoo colleagues and the departing directors
for their tireless efforts and dedicated service. We now turn the page
with very significant assets, relatively modest liabilities (excluding
deferred taxes), and a boundless commitment to do everything in our
power to increase shareholder value consistent with our stated policies."
The Company's common stock will continue to trade on the NASDAQ Global
Select Market under the ticker symbol "YHOO" through June 16, 2017.
Beginning on June 19, 2017, shares of common stock of Altaba Inc. will
begin trading under the ticker symbol "AABA". No action is required to
be taken by stockholders with respect to their shares.
About the Company
Additional information about the Company's business can be found in
Annex 1 of Yahoo's proxy statement, dated April 24, 2017, and, when
filed, the Company's Registration Statement on Form N-2, which documents
are or will be available on the SEC's website at www.sec.gov
and, beginning June 19, 2017, on the Company's website at www.altaba.com.
This press release contains forward-looking statements concerning the
Company. Risks and uncertainties may cause actual results to differ
materially from the results predicted. Potential risks and uncertainties
include, among others: (i) the net proceeds that the Company will
receive from Verizon is subject to uncertainties as a result of the
post-closing purchase price adjustments in the definitive stock purchase
agreement; (ii) the initiation or outcome of any legal proceedings or
regulatory proceedings that have been or may be instituted against the
Company and its directors and/or officers relating to the sale
transaction; and (iii) the Company will be required to register and be
regulated as an investment company under the Investment Company Act of
1940, 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 being removed from the Standard and Poor's 500 Index and
other indices which could have an adverse impact on the Company's share
price following the sale transaction. More information about other
potential factors that could affect the Company'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 Yahoo's Annual Report on Form 10-K for the year ended
December 31, 2016, as amended, and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017, which are on file with the SEC and
available on the SEC's website at www.sec.gov.
All information set forth in this communication is as of June 13, 2017.
The Company 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/20170613005941/en/
Alan Oshiki, 212-371-5999
Source: Yahoo! Inc.
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