Altaba signs sale agreement of Yahoo Japan's equity to SoftBank Corp for JPY360 per share in cash.
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Altaba Inc (NASDAQ:AABA) (formerly known as Yahoo! Inc), an independent, non-diversified, closed-end management investment company, disclosed on Tuesday that it signed a definitive agreement with a wholly-owned subsidiary of SoftBank Group Corp, SoftBank Corp, to sell up to 613,888,888 shares of Yahoo Japan Corporation's common stock that it currently holds, for about USD3.26 per share in cash.
The above mentioned price is Yahoo Japan common stock's closing price quoted on the Tokyo Stock Exchange on 9 July 2018, Tokyo time, the last quoted price before this news report. The offer will commence on 11 July 2018 Japan time and expire on 8 August 2018, subject to extension. The consummation of the tender offer is subject to receipt of Japanese competition law clearance and other customary conditions as well.
Also, the company said that to comply with Japanese legal requirements, the transaction is being structured as a tender offer by SoftBank Corp, under which it will tender the equivalent of USD2bn at the tender offer price for the mentioned amount of shares. The company has agreed to tender at least 613,888,888 shares in the tender offer and other Yahoo Japan shareholders will also be able to do the same, in the offer. If the offer is oversubscribed, then the number of shares that will be purchased from tendering shareholders, including Altaba, will be subject to pro-ration, based on the number of shares tendered by each shareholder, as per other Japanese tender offer rules.
Further, if no other Yahoo Japan shareholders participate in the tender offer and only the company sells 613,888,888 shares, upon consummation and based on current holdings, it would continue to hold 1,363,393,312 shares of Yahoo Japan or about 27% of the outstanding shares, after giving effect to the consummation of the concurrent self-tender by Yahoo Japan.
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 same mentioned per share price above. Another wholly-owned subsidiary of SoftBank Group Corp, SoftBank Group Japan Corporation has agreed to tender 611,111,111 shares of Yahoo Japan Corporation held by it into Yahoo Japan's self-tender offer, which will expire on 9 August 2018, subject to extension, the day after the initial expiration of the SoftBank Corp tender offer. Altaba and SoftBank Group Japan Corporation both agreed not to tender any shares of Yahoo Japan held by each into Altbaba's self-tender and the tender offer by SoftBank Corp, respectively.
Finally, Altaba and SoftBank Group Japan Corporation and the other SoftBank entities that are parties thereto, have also agreed to terminate the joint venture agreement among them relating to Yahoo Japan Corporation, with immediate effect. Related to this, Arthur Chong and Alexi A Wellman have resigned from the board of directors of Yahoo Japan Corporation. Under 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 5% of Yahoo Japan, Altaba would continue to have consent rights regarding some extraordinary transactions involving Yahoo Japan.
((Distributed via M2 Communications - http://www.m2.com))
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|Publication:||Global Banking News (GBN)|
|Date:||Jul 10, 2018|
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