Former Yahoo Inc., said it has sold 613,888,888 shares of Yahoo Japan Corporation common stock that it currently holds to SoftBank Corp. for JPY 360 (approximately US$ 3.26) per share in cash. The price is the closing price of Yahoo Japan common stock as quoted on the Tokyo Stock Exchange on July 9, 2018, Tokyo time, the last quoted price prior to this announcement.
In order to comply with Japanese legal requirements, the transaction is being structured as a tender offer by SoftBank Corp. pursuant to which SoftBank Corp. will tender for 613,888,888 Yahoo Japan shares, or the equivalent of US$ 2 billion at the tender offer price. Altaba has agreed to tender at least 613,888,888 shares in the tender offer. Other shareholders of Yahoo Japan will also be able to tender shares held by them in the tender offer. If the tender offer is oversubscribed, then the number of shares that will be purchased from tendering shareholders, including Altaba, will be subject to proration based on the number of shares tendered by each shareholder in accordance with Japanese tender offer rules.
If no other Yahoo Japan shareholders participate in the tender offer, and Altaba sells 613,888,888 shares in the tender offer, upon consummation, based on current holdings, Altaba would continue to hold 1,363,393,312 shares of Yahoo Japan, or approximately 27% of the shares outstanding, after giving effect to the consummation of the concurrent self-tender by Yahoo Japan described below.
The tender offer is expected to commence on July 11, 2018 Japan time, and will expire August 8, 2018, subject to extension. The consummation of the tender offer is subject to receipt of Japanese competition law clearance and other customary conditions.
Concurrently with the commencement of the tender offer by SoftBank Corp., Yahoo Japan will commence a self-tender to offer to acquire up to 611,111,111 of its shares at a price of JPY 360 per share. SoftBank Group Japan Corporation, another wholly-owned subsidiary of SoftBank Group Corp., has agreed to tender 611,111,111 shares of Yahoo Japan Corporation held by it into Yahoo Japan’s self-tender offer. The Yahoo Japan self-tender offer will expire August 9, 2018, subject to extension, the day following the initial expiration of the SoftBank Corp. tender offer. Altaba has agreed not to tender any shares of Yahoo Japan held by it into the self-tender, and SoftBank Group Japan Corporation has agreed not to tender shares of Yahoo Japan held by it into the tender offer by SoftBank Corp.
Altaba and SoftBank Group Japan Corporation, and the other SoftBank entities that are parties thereto, have also agreed, with immediate effectiveness, to terminate the joint venture agreement among them relating to Yahoo Japan Corporation. In connection with the termination of the joint venture agreement, Arthur Chong and Alexi A. Wellman have resigned from the board of directors of Yahoo Japan Corporation. As part of the termination of the joint venture agreement, the parties agreed that for a period of 12 months or such time as Altaba’s ownership interest in Yahoo Japan falls below five percent of Yahoo Japan, Altaba would continue to have consent rights with respect to certain extraordinary transactions involving Yahoo Japan.
Thomas McInerney, Chief Executive Officer of Altaba, said, “This transaction allows us to sell a meaningful portion of our shares at the current market price. We will also benefit, through our ongoing shareholdings, from the accretive buyback by Yahoo Japan and obtain greater flexibility regarding our remaining shareholdings going forward.”
The transactions described herein have no impact on the timing or terms of Altaba’s previously announced self-tender, which continues to be open. Altaba will file a Current Report on form 8-K with the Securities and Exchange Commission providing further details on the agreements described above.