NEW YORK and SUNNYVALE, Calif., Feb.
21, 2017 /PRNewswire/ -- Verizon Communications Inc.
(NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO) today announced
that they have amended the existing terms of their agreement for
the purchase of Yahoo's operating business.
Under the amended terms, Verizon and Yahoo have agreed to reduce
the price Verizon will pay to acquire Yahoo's operating business by
$350 million. In addition, Verizon
and Yahoo will share certain legal and regulatory liabilities
arising from certain data breaches incurred by Yahoo.
Marni Walden, Verizon executive
vice president and president of Product Innovation and New
Businesses, said: "We have always believed this acquisition makes
strategic sense. We look forward to moving ahead expeditiously so
that we can quickly welcome Yahoo's tremendous talent and assets
into our expanding portfolio in the digital advertising space."
Walden added, "The amended terms of the agreement provide a fair
and favorable outcome for shareholders. It provides protections for
both sides and delivers a clear path to close the transaction in
the second quarter."
Marissa Mayer, CEO of Yahoo,
said: "We continue to be very excited to join forces with Verizon
and AOL. This transaction will accelerate Yahoo's operating
business especially on mobile, while effectively separating our
Asian asset equity stakes. It is an important step to unlock
shareholder value for Yahoo, and we can now move forward with
confidence and certainty. We have a terrific, loyal, experienced
team at Yahoo. I'm incredibly proud of our team's strong product
and financial execution in 2016, setting the stage for a successful
integration."
Under the amended terms, Yahoo will be responsible for 50
percent 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.
Also 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.
Verizon's acquisition of Yahoo – now valued at approximately
$4.48 billion in cash, subject to
closing adjustments – is expected to close in second-quarter
2017.
On July 23, 2016, Verizon and
Yahoo entered into a definitive stock purchase agreement under
which Verizon would acquire Yahoo's operating business and global
audience of more than 1 billion users, including more than 600
million mobile users.
Adding Yahoo to Verizon and AOL will create one of the largest
portfolios of owned and partnered global brands, with extensive
technology-powered distribution capabilities. It will enhance
Verizon's growth strategy of providing a cross-screen connection
for consumers, creators and advertisers.
About Verizon
Verizon Communications Inc. (NYSE,
Nasdaq: VZ), headquartered in New York
City, has a diverse workforce of 160,900 and generated
nearly $126 billion in 2016 revenues.
Verizon operates America's most reliable wireless network, with
114.2 million retail connections nationwide. The company also
provides communications and entertainment services over mobile
broadband and the nation's premier all-fiber network, and delivers
integrated business solutions to customers worldwide.
About Yahoo
Yahoo is a guide to digital information
discovery, focused on informing, connecting, and entertaining users
through its search, communications, and digital content products.
By creating highly personalized experiences, Yahoo helps users
discover the information that matters most to them around the world
-- on mobile or desktop. Yahoo connects advertisers with target
audiences through a streamlined advertising technology stack that
combines the power of Yahoo's data, content, and technology. Yahoo
is headquartered in Sunnyvale,
California, and has offices located throughout the Americas,
Asia Pacific (APAC) and the
Europe, Middle East and Africa (EMEA) regions. For more information,
visit the pressroom (pressroom.yahoo.net) or the Company's blog
(yahoo.tumblr.com).
Yahoo!, the Yahoo family of marks, and the associated logos are
trademarks and/or registered trademarks of Yahoo! Inc. Other names
are trademarks and/or registered trademarks of their respective
owners.
Verizon Forward Looking Statements
In this
communication we have made forward-looking statements. These
statements are based on our estimates and assumptions and are
subject to risks and uncertainties. Forward-looking statements
include the information concerning our possible or assumed future
results of operations. Forward-looking statements also include
those preceded or followed by the words "anticipates," "believes,"
"estimates," "hopes" or similar expressions. For those statements,
we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. The following important factors, along with those
discussed in our filings with the Securities and Exchange
Commission (the "SEC"), could affect future results and could cause
those results to differ materially from those expressed in the
forward-looking statements: adverse conditions in the U.S. and
international economies; the effects of competition in the markets
in which we operate; material changes in technology or technology
substitution; disruption of our key suppliers' provisioning of
products or services; changes in the regulatory environment in
which we operate, including any increase in restrictions on our
ability to operate our networks; breaches of network or information
technology security, natural disasters, terrorist attacks or acts
of war or significant litigation and any resulting financial impact
not covered by insurance; our high level of indebtedness; an
adverse change in the ratings afforded our debt securities by
nationally accredited ratings organizations or adverse conditions
in the credit markets affecting the cost, including interest rates,
and/or availability of further financing; material adverse changes
in labor matters, including labor negotiations, and any resulting
financial and/or operational impact; significant increases in
benefit plan costs or lower investment returns on plan assets;
changes in tax laws or treaties, or in their interpretation;
changes in accounting assumptions that regulatory agencies,
including the SEC, may require or that result from changes in the
accounting rules or their application, which could result in an
impact on earnings; the inability to implement our business
strategies; and the inability to realize the expected benefits of
strategic transactions.
Yahoo Forward Looking Statements
This communication
contains forward-looking statements concerning the proposed sale of
Yahoo's operating business. Risks and uncertainties may cause
actual results to differ materially from the results predicted.
Potential risks and uncertainties include, among others: (i) the
inability to consummate the proposed transactions in a timely
manner or at all, due to the inability to obtain or delays in
obtaining approval of Yahoo's stockholders, the necessary
regulatory approvals, or satisfaction of other conditions to the
closing of the proposed transactions; (ii) the existence or
occurrence of any event, change, or other circumstance that could
give rise to the termination of the purchase agreement, which, in
addition to other adverse consequences, could result in Yahoo
incurring substantial fees, including, in certain circumstances,
the payment of a termination fee to Verizon under the purchase
agreement; (iii) potential adverse effects on Yahoo's relationships
with its existing and potential advertisers, suppliers, customers,
vendors, distributors, landlords, licensors, licensees, joint
venture partners and other business partners; (iv) the
implementation of the proposed transactions will require
significant time, attention and resources of Yahoo's senior
management and others within Yahoo, potentially diverting their
attention from the conduct of Yahoo's business; (v) risks related
to Yahoo's ability to retain or recruit key talent; (vi) costs,
fees, expenses and charges related to or triggered by the proposed
transactions; (vii) the net proceeds that Yahoo will receive from
Verizon is subject to uncertainties as a result of the purchase
price adjustments in the purchase agreement; (viii) restrictions on
the conduct of Yahoo's business, including the ability to make
certain acquisitions and divestitures, enter into certain
contracts, and incur certain indebtedness and expenditures until
the earlier of the completion of the proposed transactions or the
termination of the purchase agreement; (ix) potential adverse
effects on Yahoo's business, properties, or operations caused by
Yahoo implementing the proposed transactions or foregoing
opportunities that Yahoo might otherwise pursue absent the pending
proposed transactions; (x) the initiation or outcome of any legal
proceedings or regulatory proceedings that may be instituted
against Yahoo and its directors and/or officers relating to the
proposed transactions; and (xi) following the closing of the
proposed transactions, Yahoo will be required to register and be
regulated as an investment company under the Investment Company Act
of 1940, which will result in, among other things, Yahoo having to
comply with the regulations thereunder, certain stockholders
potentially being prohibited from holding or acquiring shares of
Yahoo, and Yahoo likely being removed from the Standard and Poor's
500 Index and other indices which could have an adverse impact on
Yahoo's share price following the proposed transactions.
All of these risks and uncertainties could potentially have an
adverse impact on Yahoo's business and financial performance, and
could cause its stock price to decline.
More information about other potential factors that could affect
Yahoo's business and financial results is included under the
captions "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Yahoo's Annual
Report on Form 10-K for the year ended December 31, 2015, as amended, and Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016, which are on file with the
SEC and available on the SEC's website at www.sec.gov. All
information set forth in this communication is as of February 21, 2017. Yahoo does not intend, and
undertakes no duty, to update this information to reflect
subsequent events or circumstances.
Important additional information and where to find
it
On September 9, 2016,
Yahoo! Inc. ("Yahoo") filed a preliminary proxy statement regarding
the proposed sale of Yahoo's operating business to Verizon
Communications Inc. ("Verizon"). Yahoo will file with the SEC a
definitive version of the proxy statement which will be sent or
provided to Yahoo stockholders when available. The information
contained in the preliminary proxy statement is not complete and
may be changed. BEFORE MAKING ANY VOTING DECISION, YAHOO'S
STOCKHOLDERS ARE STRONGLY ADVISED TO READ YAHOO'S PRELIMINARY PROXY
STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND WHEN IT BECOMES AVAILABLE. YAHOO'S DEFINITIVE PROXY
STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Investors and stockholders may obtain a free copy of
Yahoo's preliminary proxy statement and any amendments or
supplements to the preliminary proxy statement, Yahoo's definitive
proxy statement (when available) and any amendments or supplements
to the definitive proxy statement (when available) and other
documents filed by Yahoo with the SEC (when available) in
connection with the proposed transactions for no charge at the
SEC's website at www.sec.gov, on the Investor Relations page of
Yahoo's website investor.yahoo.net or by writing to Investor
Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, CA 94089.
Yahoo and its directors and executive officers, as well as
Verizon and its directors and executive officers, may be deemed
participants in the solicitation of proxies from Yahoo's investors
and stockholders in connection with the proposed transactions.
Information concerning the ownership of Yahoo securities by Yahoo's
directors and executive officers is included in their SEC filings
on Forms 3, 4 and 5, and additional information is also available
in Yahoo's annual report on Form 10-K for the year ended
December 31, 2015, as amended, and
Yahoo's proxy statement for its 2016 annual meeting of stockholders
filed with the SEC on May 23, 2016.
Information about Verizon's directors and executive officers is set
forth in Verizon's annual report on Form 10-K for the year ended
December 31, 2015 and Verizon's proxy
statement for its 2016 annual meeting of stockholders filed with
the SEC on March 21, 2016.
Information regarding Yahoo's directors, executive officers and
other persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies in connection with the
proposed transactions, including their respective interests by
security holdings or otherwise, also is set forth in the
preliminary proxy statement described above and will be set forth
in the definitive proxy statement relating to the proposed
transactions when it is filed with the SEC. These documents may be
obtained free of charge from the sources indicated above.
MEDIA
CONTACTS:
Verizon
Bob
Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Yahoo
Sheila
Tran
408-349-4040
media@yahoo-inc.com
IR
CONTACTS:
Verizon
Mike
Stefanski
908-559-8018
michael.stefanski@verizon.com
Yahoo
James
Miln
408-349-3382
investorrelations@yahoo-inc.com
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SOURCE Verizon