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UnitedLex to Conduct Due Diligence on USD 4.83bn Verizon/Yahoo Tie-Up.

MANews-(C)2009-2016

22 September 2016 - US-based legal and cyber security services company UnitedLex has been engaged by broadband telecommunications company Communications Inc. (NYSE: VZ) to conduct due diligence on web portal and search company Yahoo! Inc.'s (NASDAQ: YHOO) patent portfolio, as part of Verizon's acquisition of Yahoo!, the company said.

In July, Verizon and Yahoo! entered into a definitive agreement under which Verizon will acquire Yahoo's operating business for approximately USD 4.83bn in cash.

UnitedLex said it will deploy its team of more than 220 full-time professionals to provide patent portfolio valuation and analysis.

Yahoo has a global audience of more than 1bn monthly active users, including 600m monthly active mobile users, through its search, communications and digital content products.

The company also connects advertisers with target audiences through an advertising technology stack that combines the power of their data, content and technology.

Yahoo will be integrated with AOL under Marni Walden, EVP and president of the product innovation and new businesses organisation at Verizon.

AOL has invested in and grown global brands, including The Huffington Post, TechCrunch, Engadget, MAKERS and AOL.com, and programmatic platforms including ONE by AOL for both advertisers and publishers.

The addition of Yahoo to Verizon and AOL will create one of the largest portfolios of owned and partnered global brands with extensive distribution capabilities. Combined, AOL and Yahoo will have more than 25 brands in its portfolio.

Yahoo's key assets include premium content brands in major categories including finance, news and sports, as well as its email services.

Additional technology assets in the advertising space include Brightroll, a programmatic demand-side platform; Flurry, an independent mobile apps analytics service; and Gemini, a native and search advertising solution.

The deal is subject to customary closing conditions, approval by Yahoo's shareholders, and regulatory approvals, and is expected to close in 1Q17.

Verizon will generally issue cash-settled Verizon RSUs for Yahoo RSUs that are outstanding at the close.

The sale does not include Yahoo's cash, its shares in Alibaba Group Holdings, its shares in Yahoo Japan, Yahoo's convertible notes, certain minority investments, and Yahoo's non-core patents (called the Excalibur portfolio).

LionTree Advisors, LLC, Allen and company LLC, Bank of America Merrill Lynch and Guggenheim Securities, LLC are acting as financial advisors to Verizon. Wachtell, Lipton, Rosen and Katz, Gibson, Dunn and Crutcher LLP, Covington and Burling LLP and Winston and Strawn LLP are acting as legal advisors to Verizon.

Goldman, Sachs and Co., J.P. Morgan Securities LLC and PJT Partners are acting as financial advisors to the Yahoo board and its strategic review committee. Skadden, Arps, Slate, Meagher and Flom LLP, Wilson Sonsini Goodrich and Rosati and Weil Gotshal and Manges LLP are acting as legal advisors to Yahoo. Cravath, Swaine and Moore LLP is independent legal advisor to Yahoo's strategic review committee.

Country: USA

Sector: IT/Online Services

Target: Yahoo/operating business

Buyer: Verizon Communications

Vendor:

Deal size in USD: 4.83bn

Type: Corporate Acquisition

Financing: Cash

Status: Agreed

Buyer advisor: LionTree Advisors, LLC , Allen and Co LLC , Bank of America Merrill Lynch , Guggenheim Securities, LLC , Bank of America Merrill Lynch , Wachtell, Lipton, Rosen and Katz, Gibson, Dunn and Crutcher LLP, Covington and Burling LLP , Winston and Strawn LLP

Comment: UnitedLex to conduct due diligence on Yahoo patent portfolio. The sale does not include Yahoo's cash, its shares in Alibaba Group Holdings, its shares in Yahoo Japan, Yahoo's convertible notes, certain minority investments, and Yahoo's non-core patents (called the Excalibur portfolio).
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Publication:M & A Navigator
Date:Sep 22, 2016
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