Verizon Communications and Yahoo today back in July last announced they have entered into a definitive agreement under which Verizon will acquire Yahoo’s operating business for approximately $4.83 billion in cash. Today both the companies have announced that they have agreed to reduce the price Verizon will pay to acquire Yahoo’s operating business by $350 million. Verizon’s acquisition of Yahoo is now valued at approximately $4.48 billion in cash.
In addition, Verizon and Yahoo will share certain legal and regulatory liabilities arising from certain data breaches incurred by Yahoo. 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. 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.
The deal is expected to close in Q2 2017.
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.
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.