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Altaba Inc. (“Altaba” or the “Fund”) (NASDAQ:AABA) today announced that, at the Fund’s special meeting of stockholders (the “Special Meeting”) held earlier today, its stockholders voted to approve the voluntary liquidation and dissolution of the Fund pursuant to the Plan of Complete Liquidation and Dissolution (the “Plan”). The Fund announced on April 2, 2019 that its board of directors (the “Board”) had approved the Plan.
Approval of the liquidation and dissolution of the Fund pursuant to the Plan required the affirmative vote by holders of a majority of the outstanding shares of the Fund’s common stock entitled to vote on the proposal. Approximately 55% of the outstanding shares of the Fund’s common stock as of May 16, 2019, the record date for the Special Meeting, were voted in favor of the proposal. The proposal was approved by approximately 92% of the votes cast at the Special Meeting.
The Fund currently intends to continue its sales of Alibaba Group Holding Limited’s (“Alibaba”) American Depositary Shares (the “Alibaba Shares”) through open market transactions and/or through private dispositions not executed or recorded on a public exchange or quotation service. Through June 26, 2019, Altaba has sold approximately 126.4 million Alibaba Shares, approximately 45% of its stake as of May 17, 2019. The Fund may sell up to 100% of its Alibaba Shares prior to filing a certificate of dissolution with the Secretary of State of the State of Delaware. The Fund has previously disclosed that it intends to sell a minimum number of Alibaba Shares to ensure that it has the liquid assets that the Board estimates will be sufficient for the maximum potential reserves that might be required by the Delaware Court of Chancery to satisfy the Fund’s known, contingent and potential future liabilities.
The Fund expects to continue providing stockholders with weekly updates on the number of Alibaba Shares sold. The updates will be provided on the Altaba.com website in the section titled “Holdings”. The amount, timing and method of Alibaba Share sales, and other related transaction considerations will be determined at the Fund’s discretion, and the plans are subject to change based on prevailing market conditions and other factors.
The Fund currently expects to make a pre-dissolution liquidating distribution late in the third quarter, although this timing is subject to Board discretion and could change. Prior to making such a distribution the Fund will announce the record date and the amount of cash and/or the number of Alibaba Shares to be distributed. Such announcements and further information regarding the liquidation and dissolution of the Fund will be provided in subsequent press releases or filings with the U.S. Securities and Exchange Commission (the “SEC”) as such information becomes available.
Altaba is an independent, publicly traded, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940. The Fund’s assets primarily consist of a mix of cash, marketable securities and a substantial position in Alibaba, which has become one of the world’s largest online retailers.
Prior to June 16, 2017, Altaba was known as “Yahoo! Inc.” Altaba was created from Yahoo! Inc. after the sale of its operating businesses, at which time Yahoo! Inc. reorganized as an investment company, was renamed Altaba Inc., and began trading under the Nasdaq ticker symbol AABA.
Visit www.altaba.com for more information.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements concerning the Fund’s proposed liquidation and dissolution pursuant to the Plan. These statements are not statements of historical facts and do not reflect historical information. Forward-looking statements are subject to numerous risks and uncertainties and actual results may differ materially from those statements. Such risks and uncertainties relate to, among other things: the availability, timing and amount of liquidating distributions; the amounts that will need to be set aside by the Fund; the adequacy of such reserves to satisfy the Fund’s obligations; the ability of the Fund to favorably resolve certain potential tax claims, litigation matters and other unresolved contingent liabilities of the Fund; the amount of proceeds that might be realized from the sale or other disposition of the Fund’s primary asset, its Alibaba shares; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; the incurrence by the Fund of expenses relating to the liquidation and dissolution; and the ability of the Board to abandon, modify or delay implementation of the Plan prior to filing the certificate of dissolution. Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking statements are discussed under the section “Risk Factors” in the proxy statement that was filed with the SEC in connection with the liquidation and dissolution pursuant to the Plan, as supplemented (the “Proxy Statement”). Please carefully consider these factors, as well as other information contained in the Proxy Statement, and in the Fund’s periodic reports and documents filed with the SEC. The forward-looking statements included in this document are made only as of the date hereof.
The Fund does not undertake any obligation to update or supplement such forward-looking statements to reflect events or circumstances after the date hereof, except as required by law. Because the Fund is an investment company, the forward-looking statements and projections in this press release are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
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