After a report from CNBC came out saying that Yahoo will halt its spinoff of its stake in Alibaba and explore a potential deal for its core business, Yahoo put out an official announcement.
It says the board of directors has unanimously decided to suspend work on the pending plan announced earlier this year to spin off Yahoo’s remaining holdings in Alibaba. It says the board will now evaluate “alternative transaction structures to separate the Alibaba stake, focusing specifically on a reverse of the previously announced spin transaction.”
It goes on to say that Yahoo’s assets and liabilities other than the Alibaba stake would be transferred to a newly formed company. The stock of this company would be distibuted pro rata to Yahoo shareholders resulting in two separate publicly-traded companies.
“We believe that the previously announced spin off would be tax free to Yahoo and its shareholders,” said Maynard Webb, Chairman of Yahoo’s Board of Directors. “However, in consideration of developments since the original spin off plan was announced and after significant deliberations, we are suspending work on the Aabaco spin off. Among other factors, we were concerned about the market’s perception of tax risk, which would have impaired the value of Aabaco stock until resolved. Informed by our intimate familiarity with Yahoo’s unique circumstances, the Board remains committed to accomplishing the significant business purposes and shareholder benefits that can be realized by separating the Alibaba stake from the rest of Yahoo. To achieve this, we will now focus our efforts on the reverse spin off plan.”
CEO Marissa Mayer said, “In addition to our efforts to increase value and diminish uncertainty for investors, the ultimate separation of our Alibaba stake will be important to our continued business transformation. In 2016, we will tighten our focus and prioritize investments to drive profitability and long-term growth. A separation from our Alibaba stake, via the reverse spin, will provide more transparency into the value of Yahoo’s business.”
The company notes that the “reverse spinoff” is expected to require third party consents, preparation of audited financial statements, shareholder approval, and SEC filings and clearance. Yahoo hopes to get things done as quickly as possible, but warns that it could take a year or more.
Yahoo is hosting a conference call at 9AM Eastern on Wednesday to discuss the announcement further.
Yahoo also filed an 8K regarding Max Levchin’s resignation from its Board of Directors.
A Yahoo spokesperson said, “Yahoo today announced that Max Levchin has resigned as a Director to focus on his responsibilities as chief executive officer of Affirm. Max previously resigned nearly all of his other board commitments, including his director roles at Yelp and Evernote, to focus on his work at Affirm. We are grateful for his contributions, including his active role in and support of the board’s unanimous decision to suspend work on the proposed spinoff of the company’s remaining holdings in Alibaba Group. We wish him success in all of his future endeavors.”
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