Yahoo Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation

SUNNYVALE, Calif.--()--Yahoo! Inc. (NASDAQ:YHOO) received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 3 million shares of Yahoo’s common stock at a price of $37.45 per share in cash. The offering price is 4.56 percent below the closing price per share of Yahoo’s common stock on July 22, 2015, the last trading day before the offer was commenced. The offer is for approximately 0.32 percent of the outstanding shares of Yahoo’s common stock.

Yahoo does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Yahoo is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that are designed to protect investors. The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. Yahoo recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, August 21, 2015, in accordance with TRC’s offering documents.

Yahoo encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Yahoo requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to Yahoo shares of common stock.

About Yahoo

Yahoo is a guide focused on informing, entertaining, and connecting our users. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. Yahoo is headquartered in Sunnyvale, California, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net) or the company's blog (yahoo.tumblr.com).

Contacts

Yahoo! Inc.
Media Relations Contact:
Sarah Meron, 408-349-4040
media@yahoo-inc.com
Investor Relations Contact:
Joon Huh, 408-349-3382
investorrelations@yahoo-inc.com

Contacts

Yahoo! Inc.
Media Relations Contact:
Sarah Meron, 408-349-4040
media@yahoo-inc.com
Investor Relations Contact:
Joon Huh, 408-349-3382
investorrelations@yahoo-inc.com