YAHOO INC

election_required = True...and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Final Multiple (including by making a Purchase Price Tender) (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message, and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message); and • Second, subject to the conditional tender p...

expiry = 2017-06-13...ntents Exhibit (a)(1)(A) YAHOO! INC. Offer to Purchase for Cash for an Aggregate Purchase Price of up to $3,000,000,000 of Shares of its Common Stock THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 13, 2017, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Yahoo! Inc., a Delaware corporation (the “Company,” “Yahoo,” “we” or “us”), is offering to purchase up to $3,000,000,000 of shares of its...

listed = True...chase Price Tender) and not properly withdrawn will be eligible for purchase in the Offer. Shares tendered but not purchased pursuant to the Offer will be returned to the tendering stockholders promptly following the Expiration Date. See Section 3. The Shares are listed on the NASDAQ Global Select Market (the “NASDAQ”) and trade under the symbol “YHOO.” On May 15, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NASDAQ was $49.86 per Share. Alibaba ADSs are listed on the NYSE and trade under the symbol “BABA.” On May 15, 2017, the last full trading day prior to the ann...

mechanism = FIXED...le 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. Assuming that the conditions to the Offer are satisfied or waived, at the minimum Purchase Price of $37.00 per Share, the maximum number of Shares we will purchase is 81,081,081 if the Offer is fully subscribed and we do not increase the amount of Shares sought in the Offer, which would represent approximately 8.5% of our issued and outstanding shares as of May 12, 2017. Table of Contents Throughout the Offer, a dedicated webpage will be available at w...

must_tender_all = True...y a particular stockholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Final Multiple (including by making a Purchase Price Tender). 7. Conditions of the Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purc...

price = USD 37.0...ultiple specified in respect of such tendered Shares is equal to or less than the Purchase Price. Assuming that the conditions to the Offer are satisfied or waived, at the minimum Purchase Price of $37.00 per Share, the maximum number of Shares we will purchase is 81,081,081 if the Offer is fully subscribed and we do not increase the amount of Shares sought in the Offer, which would represent approximately 8.5% of our issued and o...

priority = True...0.370 (which is the low end of the Permitted Range) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders at the minimum multiple under the Offer or Purchase Price Tenders could result in the Purchase Price being lower than would otherwise be the case and could result in your Shares being purchased at...

threshold = 100...er of Shares. 19 Table of Contents Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at multiples at or below the Final Multiple (including by making a Purchase Price Tender) and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot...

txn_type = CONSOLIDATION...ding in the Shares, on our ability to consummate the Offer or on the benefits of the Offer to us; • the Alibaba ADSs shall not have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, and a stock dividend thereon shall not have been declared with a record date prior to the Expiration Date; and • we shall not have determined that the consummation of the Offer and the purchase of the Shares pursuant to the Offer is...