Yahoo! Inc. (NASDAQ:YHOO) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure.
On May16, 2017, Yahoo! Inc. (the Company) issued a press release
announcing the commencement of the Offer (as defined below under
Item8.01). A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated by reference in this Item7.01.
The information in Item7.01 of this Form 8-K and Exhibit 99.1
attached hereto shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act.
Item8.01 Other Events.
On May16, 2017, the Company commenced a tender offer to purchase
up to $3,000,000,000 of shares of its common stock, par value
$0.001 per share (the Shares), to (i)auction tenders (Auction
Tenders) at prices equal to (A)the Alibaba VWAP (as defined
below), multiplied by (B)multiples specified by tendering
stockholders not greater than 0.420 nor less than 0.370 (the
Permitted Range); provided that in no event will the Purchase
Price (as defined below) be less than $37.00 per Share, or
(ii)purchase price tenders (Purchase Price Tenders) to which
stockholders indicate they are willing to sell their Shares to
the Company at the Purchase Price determined in the Offer (as
defined below), in either case, net to the seller in cash, less
any applicable withholding taxes and without interest, upon the
terms and subject to the conditions described in the Offer to
Purchase, dated May16, 2017 (the Offer to Purchase), and in the
related Letter of Transmittal (which together, as they may be
amended or supplemented from time to time, constitute the Offer).
The Offer, proration period and withdrawal rights will expire at
11:59 p.m., New York City time, on June13, 2017, unless the Offer
is extended or withdrawn (such date, as it may be extended, the
Expiration Date).
The Alibaba VWAP (determined as described in the Offer to
Purchase) means the daily volume-weighted average price for an
American Depositary Share (ADS) of Alibaba Group Holding Limited
(Alibaba), on the New York Stock Exchange, on the second trading
day prior to the Expiration Date (the Determination Date);
provided, that in no event shall the Alibaba VWAP be less than
$100.00 for the purpose of computing the Purchase Price. The
Company will announce the Alibaba VWAP and the prices payable for
Shares to the Offer for each multiple within the Permitted Range
by press release and on the Offer webpage described below no
later than 4:30 p.m., New York City time, on the Determination
Date (June 9, 2017 based on the current Expiration Date). Such
press release, which will also include the maximum number of
Shares the Company may purchase in the Offer, will also be filed
as an amendment to the Schedule TO-I that the Company has filed
with the U.S. Securities and Exchange Commission (the SEC)
relating to the Offer.
Promptly after the Expiration Date, the Company will, upon the
terms and subject to the conditions of the Offer, determine a
single price per Share (the Purchase Price), which will not be
less than $37.00 per Share, that it will pay for Shares properly
tendered and not properly withdrawn in the Offer, by determining
the lowest multiple within the Permitted Range at which Shares
have been tendered or have been deemed to have been tendered in
the Offer (the Final Multiple) that, when multiplied by the
Alibaba VWAP, which will not be less than $100.00 for such
purpose, will enable the Company to purchase the maximum number
of Shares properly tendered in the Offer and not properly
withdrawn having an aggregate purchase price not exceeding
$3,000,000,000. Shares properly tendered to Purchase Price
Tenders will be deemed to have been tendered at a multiple of
0.370 (which is the lowest multiple within the Permitted Range)
for purposes of determining the Purchase Price to the Offer.
Shares properly tendered to Auction Tenders will only be eligible
for purchase if the price determined by multiplying the Alibaba
VWAP by the multiple specified in respect of such tendered Shares
is equal to or less than the Purchase Price.
Assuming that the conditions to the Offer are satisfied or
waived, at the minimum Purchase Price of $37.00 per Share, the
maximum number of Shares the Company will purchase is 81,081,081
if the Offer is fully subscribed and the Company does not
increase the amount of Shares sought in the Offer, which would
represent approximately 8.5% of the Companys issued and
outstanding shares as of May12, 2017.
Throughout the Offer, a dedicated webpage will be available at
www.innisfreema.com/tender/yhoo, which will provide,
among other information, (i)for each trading day prior to the
announcement of the Alibaba VWAP, indicative prices payable for
the Shares to the Offer for each multiple that a tendering
stockholder can select within the Permitted Range based on the
indicative Alibaba VWAP on the preceding trading day and
(ii)after the Company announces the Alibaba VWAP, the actual
prices payable for the Shares to the Offer for each such
multiple. Such dedicated webpage will also show reasonably
current trading prices of the Shares and Alibabas ADSs.
All Shares purchased in the Offer will be purchased at the
Purchase Price regardless of whether they were tendered at a
lower multiple than the Final Multiple. However, because of the
odd lot priority, proration and conditional tender provisions
described in the Offer to Purchase, all of the Shares tendered at
or below the Final Multiple (including by making a Purchase Price
Tender) may not be purchased if Shares are properly tendered and
not properly withdrawn at or below the Final Multiple (including
by making a Purchase Price Tender) having an aggregate purchase
price greater than $3,000,000,000. In accordance with the rules
of the SEC, the Company may, without amending or extending the
Offer, increase the amount of Shares accepted for payment in the
Offer by no more than 2% of the number of the issued and
outstanding Shares, thereby increasing the aggregate purchase
price of Shares to be purchased in the Offer.
The Offer is not conditioned upon obtaining financing or any
minimum number of Shares being tendered. The Offer is, however,
subject to a number of other terms and conditions, including the
conditions that (i)the pending sale (the Sale Transaction) by the
Company of its operating business to Verizon Communications Inc.
shall have been completed, (ii)the Shares shall have been removed
from the Standard and Poors 500 Composite Index (the SP 500), and
(iii)the Alibaba VWAP shall not be less than $80.00. In the event
that the completion of the Sale Transaction is delayed beyond the
date on which the Shares are removed from the SP 500, the Company
may waive, in its discretion, the condition to the Offer that the
Sale Transaction shall have been completed.
While the Companys board of directors has authorized the Offer,
it has not made and is not making, and none of the Company, the
Companys affiliates or subsidiaries, the Dealer Manager (as
defined in the Offer to Purchase), the Information Agent (as
defined in the Offer to Purchase) or the Depositary (as defined
in the Offer to Purchase) has made or is making, any
recommendation to stockholders as to whether to tender or refrain
from tendering their Shares or as to the multiple or multiples to
be used in determining the price or prices at which they may
choose to tender their Shares.
The Companys directors and executive officers have informed the
Company that they do not intend to tender Shares in the Offer.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release of Yahoo! Inc., issued on May 16, 2017 |
About Yahoo! Inc. (NASDAQ:YHOO)
Yahoo! Inc. (Yahoo), along with its subsidiaries, is engaged in digital information discovery. The Company’s segments include the Americas; Europe, Middle East and Africa (EMEA), and Asia Pacific. The Company focuses on informing, connecting and entertaining its users with its search (Yahoo search), communications, including Yahoo Mail and Yahoo Messenger, and digital content products, including Tumblr, and its four verticals, such as Yahoo News, Yahoo Sports, Yahoo Finance and Yahoo Lifestyle. Yahoo Search is a search engine that serves as a guide for users to discover the information on the Internet. Yahoo Mail connects users to the people and things across mobile and desktop. Yahoo Messenger is an instant messaging service that provides an interactive and personalized way for users to connect and communicate in real-time. The Company’s Digital Content offerings include Tumblr, its social platform, and its four verticals, including News, Sports, Finance and Lifestyle. Yahoo! Inc. (NASDAQ:YHOO) Recent Trading Information
Yahoo! Inc. (NASDAQ:YHOO) closed its last trading session up +0.21 at 49.86 with 9,129,285 shares trading hands.