Altaba Inc. (“Altaba” or the “Fund”) today announced that the
Board approved a liquidating distribution of $1.10 per share of the
Fund’s common stock, par value $0.001 per share, or $571,462,502 in
the aggregate (the “Liquidating Distribution”), which will be
payable on August 13, 2024.
As previously announced, at a special meeting of stockholders
held on June 27, 2019, stockholders of the Fund approved a Plan of
Complete Liquidation and Dissolution (the “Plan”), pursuant to
which, the Fund filed a certificate of dissolution with the
Secretary of State of the State of Delaware to dissolve the Fund on
October 4, 2019.
On May 28, 2020, as part of the Fund’s court-supervised wind-up
proceedings pursuant to Sections 280 and 281(a) of the General
Corporation Law of the State of Delaware (the “DGCL”) pending
before the Court of Chancery of the State of Delaware (the
“Chancery Court”), the Fund filed a verified petition for
determinations pursuant to Section 280 of the DGCL (the “Chancery
Action”).
On June 18, 2020, the United States Department of Justice (the
“DOJ”), on behalf of the United States Internal Revenue Service
(the “IRS”), filed a Notice of Removal in the Chancery Court
removing claims of the IRS in the Chancery Action to the United
States District Court for the District of Delaware (the “District
of Delaware”). The Fund, together with the DOJ, filed with the
District of Delaware a Joint Motion Regarding Claims Raised by
Claimant the Internal Revenue Service, following which the District
of Delaware entered an order on October 26, 2020 (the “Order”)
establishing a separate account in the Fund’s name with the purpose
of holding an agreed upon amount as security for the claims
asserted by the IRS (the “Agreed Security Amount”). During the
second quarter of 2023 and the second quarter of 2024, the IRS
approved a reduction to the Agreed Security Amount for a total of
approximately $132 million that allowed the Fund to make a
distribution of such amount.
On January 20, 2023, Altaba and Emily Larocque filed, and the
Chancery Court granted, a stipulated order (the “Larocque Order”)
setting the final holdback for the putative class action claim
asserted by Emily Larocque in Saskatchewan, Canada, arising from
the security incidents that took place between 2013 and 2016, which
involved stolen Yahoo! user account information and forged cookies
(the “Larocque Action”) and authorizing the Fund, among other
things, to make one or more additional distributions totaling, in
the aggregate, $200,000,000 upon the issuance by the Court of
Appeal for Saskatchewan, Canada, of an opinion affirming the grant
of the permanent stay previously granted by the Queen’s Bench for
Saskatchewan, Canada, reflecting the difference between the Fund’s
then current holdback for the Larocque Action and the stipulated
holdback. On May 25, 2023, the Court of Appeal for Saskatchewan,
Canada affirmed the permanent stay of the Larocque Action which
allowed the Fund to distribute the additional $200,000,000 from the
holdback in the Larocque Action. On December 14, 2023, the Court of
Appeal for Saskatchewan, Canada dismissed the leave to appeal from
its judgment from the Larocque Action, which allowed the Fund to
distribute the final holdback of $100,000,000.
On June 23, 2022, the Company filed with the Chancery Court a
Stipulation and Proposed Order Regarding Final Monetary Holdback
and Security for Claim of Droplets, Inc. (the “Requested Droplets
Holdback Order”) that requested a holdback be maintained for $75
million until the earlier of (i) the full payment of all amounts
due to Droplets pursuant to a settlement of all claims in the
Patent Litigation; or (ii) the full payment of the amounts due to
Droplets pursuant to a final non-appealable judgment in the Patent
Litigation. On June 23, 2022, the Chancery Court entered the
Requested Droplets Holdback Order. On December 20, 2023, a mandate
was issued by the United States District Court for the Northern
District of California to dismiss the case allowing the Fund to
distribute the holdback of $75 million.
In determining the aggregate amount to be distributed in the
Liquidating Distribution, the Board also determined to authorize
certain additional funds for distribution including, among others,
the receipt of state income tax refunds received by the Company,
federal interest refunds received by the Company, and excess
interest earned on the Company’s investment portfolio, which in the
aggregate, totaled approximately $65 million.
The Liquidating Distribution represents a partial distribution
of the remaining assets of the Fund. Further information regarding
the amount and timing of any subsequent liquidating distributions
to stockholders will be provided in subsequent press releases or
filings with the SEC as such information becomes available.
About Altaba
Altaba is an independent, closed-end management investment
company registered under the Investment Company Act of 1940. The
Fund’s assets primarily consist of a mix of cash and cash
equivalents.
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 liquidation and dissolution pursuant to the Plan. Without
limiting the foregoing, words or phrases such as “will likely
result,” “are expected to,” “will continue,” “anticipate,”
“estimate,” “project,” “believe,” “intend” or similar expressions
are intended to identify forward-looking statements. 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 application of, and any changes in, applicable tax laws,
regulations, administrative practices, principles and
interpretations; and the incurrence by the Fund of expenses
relating to the liquidation and 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
“Principal Risks” in the certified shareholder report of registered
management investment companies we filed with the SEC on February
15, 2024. 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 Exchange Act of 1934, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20240731775961/en/
Becky Shires altabair@altaba.com