Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO) have amended the existing terms of their agreement for the purchase of Yahoo´s operating business, Verizon said.
Under the amended terms, Verizon and Yahoo have agreed to reduce the price Verizon will pay to acquire Yahoo´s operating business by USD 350m. 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 percent 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.
Verizon´s acquisition of Yahoo — now valued at approximately USD 4.48bn in cash, subject to closing adjustments — is expected to close in second-quarter 2017.
On July 23, 2016, Verizon and Yahoo entered into a definitive stock purchase agreement under which Verizon would acquire Yahoo´s operating business and global audience of more than 1bn users, including more than 600m mobile users.
Adding Yahoo to Verizon and AOL will create one of the largest portfolios of owned and partnered global brands, with extensive technology-powered distribution capabilities. It will enhance Verizon´s growth strategy of providing a cross-screen connection for consumers, creators and advertisers.