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Verizon and Yahoo announces amendment to terms of definitive merger agreement.

M2 EQUITYBITES-February 22, 2017-Verizon and Yahoo announces amendment to terms of definitive merger agreement


Verizon Communications Inc (NYSE:VZ) (Nasdaq: VZ) and Yahoo! Inc (Nasdaq:YHOO) announced on Tuesday an amendment to the existing terms of their agreement for the purchase of Yahoo's operating business.

On 23 July, 2016, Verizon and Yahoo had entered into a definitive stock purchase agreement under which Verizon would acquire Yahoo's operating business and global audience of over billion users, including more than 600 million mobile users.

Under this amendment, Verizon and Yahoo have agreed to reduce the price Verizon will pay to acquire Yahoo's operating business by USD350m. Also, Verizon and Yahoo will share certain legal and regulatory liabilities arising from certain data breaches incurred by Yahoo.

In addition, under the amended terms, Yahoo will be responsible for 50% of any cash liabilities incurred following the closing related to non-SEC (Securities and Exchange Commission) government investigations and third-party litigation related to the breaches. Liabilities arising from shareholder lawsuits and SEC investigations will continue to be the responsibility of Yahoo.

Further, under the amended terms, the data breaches or losses arising from them will not be taken into account in determining whether a 'Business Material Adverse Effect' has occurred or whether certain closing conditions have been satisfied.

This transaction is expected to accelerate Yahoo's operating business especially on mobile, while effectively separating its Asian asset equity stakes. It is considered an important step to unlock shareholder value for Yahoo.

Verizon's acquisition of Yahoo, now valued at approximately USD4.48bn in cash, subject to closing adjustments, is expected to close in second-quarter 2017.

Verizon Communications, an operator of a 4G LTE wireless network, also provides communications and entertainment services over mobile broadband and its all-fibre network, as well as delivering integrated business solutions to customers worldwide.

Yahoo is a digital information discovery company, focused on informing, connecting and entertaining users through its search, communications, and digital content products.

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Publication:M2 EquityBites (EQB)
Date:Feb 22, 2017
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