Investor Information

On May 16, 2017, Yahoo! Inc. (“Yahoo” or the “Company”) commenced a tender offer to purchase up to $3,000,000,000 of shares of its common stock, par value $0.001 per share (the “Shares”), pursuant to (i) auction tenders (“Auction Tenders”) at prices equal to (A) the Alibaba VWAP (as defined below), multiplied by (B) multiples specified by tendering stockholders not greater than 0.420 nor less than 0.370 (the “Permitted Range”); provided that in no event will the Purchase Price (as defined below) be less than $37.00 per Share, or (ii) purchase price tenders (“Purchase Price Tenders”) pursuant to which stockholders indicate they are willing to sell their Shares to the Company at the Purchase Price determined in the Offer (as defined below), in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 16, 2017 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). 

The Offer will expire at 11:59 p.m., New York City time, on June 16, 2017, unless the Offer is extended or withdrawn (such date, as it may be extended, the “Expiration Date”).

The “Alibaba VWAP” (determined as described in the Offer to Purchase) means the daily volume-weighted average price for an American Depositary Share (“ADS”) of Alibaba Group Holding Limited (“Alibaba”), on the New York Stock Exchange (the “NYSE”), on the second trading day prior to the Expiration Date (the “Determination Date”); provided, that in no event shall the Alibaba VWAP be less than $100.00 for the purpose of computing the Purchase Price. Yahoo will announce the Alibaba VWAP to be used in determining the Purchase Price and the prices payable for Shares pursuant to the Offer for each multiple within the Permitted Range by press release and on this website no later than 4:30 p.m., New York City time, on the Determination Date (June 14, 2017 based on the current Expiration Date). Such press release, which will also include the maximum number of Shares the Company may purchase in the Offer, will also be filed as an amendment to the Schedule TO-I that the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Offer.

Promptly after the Expiration Date, Yahoo will, upon the terms and subject to the conditions of the Offer, determine a single price per Share (the “Purchase Price”), which will not be less than $37.00 per Share, that Yahoo will pay for Shares properly tendered and not properly withdrawn in the Offer, by determining the lowest multiple, within the Permitted Range, at which Shares have been tendered or have been deemed to have been tendered in the Offer (the “Final Multiple”), that when multiplied by the Alibaba VWAP, which will not be less than $100.00 for such purpose, will enable the Company to purchase the maximum number of Shares properly tendered in the Offer and not properly withdrawn having an aggregate purchase price not exceeding $3,000,000,000. Shares properly tendered pursuant to Purchase Price Tenders will be deemed to have been tendered at a multiple of 0.370 (which is the lowest multiple within the Permitted Range) for purposes of determining the Purchase Price pursuant to the Offer. Shares properly tendered pursuant to Auction Tenders will only be eligible for purchase if the price determined by multiplying the Alibaba VWAP by the multiple specified in respect of such tendered Shares is equal to or less than the Purchase Price.

While the Company’s board of directors has authorized the Offer, it has not made and is not making, and none of the Company, the Company’s affiliates or subsidiaries, the dealer manager, the information agent or the depositary has made, or is making, any recommendation as to whether to tender or refrain from tendering Shares or as to the multiple or multiples to be used in determining the price or prices at which stockholders may choose to tender their Shares. Stockholders must make their own decisions as to whether to tender their Shares and, if so, how many Shares to tender and, if making an Auction Tender, the multiple or multiples to be used in determining the price or prices at which they will tender them. Before taking any action with respect to the Offer, stockholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and in the related Letter of Transmittal, including the purposes and effects of the Offer. Stockholders are urged to discuss their decisions with their tax advisors, financial advisors and/or brokers.

For each trading day prior to the announcement of the Alibaba VWAP,  this website will provide (i) reasonably current trading prices of the Shares and Alibaba’s ADSs, (ii) the indicative Alibaba VWAP and (iii) indicative prices payable for the Shares pursuant to the Offer for each multiple that a tendering stockholder can select within the Permitted Range based on the indicative Alibaba VWAP on the preceding trading day. When available, the Alibaba VWAP as of the Determination Date and the final prices per Share at each of the multiples in the Permitted Range will be provided.

Tender Offer Material:

• Offer to Purchase
• Letter of Transmittal
• Notice of Guaranteed Delivery
• Notice of Withdrawal

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll free: (877) 750-9498
Banks and Brokers may call collect: (212) 750-5833

J.P. Morgan Securities LLC is acting as the dealer manager for the Offer, Computershare Trust Company, N.A. is acting as the depositary for the Offer and Innisfree M&A Incorporated is acting as the information agent for the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at (877) 371-5947 (toll-free) or (212) 622 -4401 (direct). Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to Innisfree M&A Incorporated by telephone at (877) 750-9498 (toll free) or (212) 750-5833 (collect) or in writing to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.

This webpage shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only pursuant to the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the other related Offer materials. The Company will provide copies of the Offer materials upon request free of charge to stockholders.

Forward-Looking Statements

This webpage contains “forward-looking statements,” including statements as to the amount, timing and manner of the tender offer. Risks and uncertainties may cause actual results to differ materially from the results predicted. Potential risks and uncertainties include, among others: (i) the Company will register and be regulated as an investment company under the 1940 Act, which will result in, among other things, the Company having to comply with the regulations thereunder, certain stockholders potentially being prohibited from holding or acquiring shares of the Company, and the Company being removed from the Standard and Poor’s 500 Composite Index and other indices which could have an adverse impact on the Company’s share price; (ii) the ability of the Company to complete the tender offer and the number of shares it is able to purchase pursuant to the tender offer or otherwise; and (iii) the ability of the Company to achieve the benefits contemplated by the tender offer.  Any forward-looking statements made in this webpage are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations.