tarboard Value LP (together with its
affiliates, "Starboard") today announced it has acquired a significant
ownership stake in Yahoo! Inc. YHOO, and that it has delivered a
letter to Marissa Mayer, President and CEO of Yahoo, and to Yahoo's Board of
Directors.
The full text of the letter follows:
September 26, 2014
Marissa A. Mayer, President and CEO
Yahoo! Inc.
701 First Avenue
Sunnyvale, California
94089
cc: Board of Directors
Dear Marissa,
Starboard Value LP, together with its affiliates ("Starboard"), is currently a
significant shareholder of Yahoo! Inc. ("Yahoo" or the "Company").
By way of background, Starboard Value LP is an investment management firm that
seeks to invest in undervalued and underperforming public companies. Our
approach to such investments is to actively engage and work closely with
management teams and boards of directors in a constructive manner to identify
and execute on opportunities to unlock value for the benefit of all
shareholders. Our principals and investment team have extensive experience
and a successful track record of enhancing value at portfolio companies
through a combination of strategic refocusing, improved operational execution,
and more efficient capital allocation.
The purpose of this letter is to highlight several opportunities to unlock
tremendous value for the benefit of all Yahoo shareholders. These
opportunities include:
1. Unlocking the substantial value from Yahoo's non-core minority equity
stakes in Alibaba Group Holding Limited ("Alibaba") and Yahoo Japan in a
structure that delivers value directly to Yahoo shareholders in a
tax-efficient manner;
2. Realizing substantial cost efficiencies by reducing expenses throughout
the Company, specifically with a goal of reducing losses in the Display
business by between $250 and $500 million;
3. Halting Yahoo's aggressive acquisition strategy which has resulted in $1.3
billion of capital spent since Q2 2012 while consolidated revenues have
remained stagnant and EBITDA has materially decreased; and
4. Exploring a strategic combination with AOL, Inc. – a company we know well
– which could improve Yahoo's competitive position, deliver cost synergies
of up to $1 billion, and potentially facilitate the realization of value
from Yahoo's non-core equity stakes with minimal tax leakage.
We believe that the execution of these initiatives would produce tremendous
value for shareholders, and are squarely within the control of the Company's
management and board of directors (the "Board"). We look forward to engaging
directly with you to discuss the details of how these actions can be
implemented in a timely manner.
Yahoo's Sum-of-the-Parts
Yahoo's main assets include its core Search and Display advertising businesses
("Yahoo's core business"), its non-core 15% stake in Alibaba, the world's
largest e-commerce company, and its non-core 35.5% stake in Yahoo Japan,
Japan's leading Internet advertising company.
There has been tremendous excitement around Alibaba and its IPO. Even after
the previous ill-timed and tax-inefficient sales of Alibaba stock, Yahoo's
remaining stake in Alibaba is currently worth more than the entire enterprise
value of Yahoo. When adding Yahoo Japan, these two minority equity interests
are worth approximately $11 billion, or $11 per share more than the current
enterprise value of the Company. This is before ascribing any value to
Yahoo's core business, intellectual property, or real estate holdings, and
clearly shows the dramatic valuation discrepancy that currently exists at
Yahoo.
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