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Yahoo! (YHOO) Extends Tender Offer to Purchase Up to $3B of Common Stock

June 8, 2017 12:20 PM EDT

Yahoo! Inc. (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its common stock until June 16, 2017 at 11:59 p.m., New York City time, unless the tender offer is further extended or withdrawn by the Company.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for the tender offer, has advised that approximately 20,233 shares of Yahoo’s common stock have been tendered and not withdrawn.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.



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