The mooted spin-off was Yahoo’s attempt to make tax savings on its 15 percent stake in Chinese ecommerce titan Alibaba, which is said to be worth around $32 billion. With its core Internet business struggling, this stake is essentially what Yahoo’s shareholders are clinging to.
In its statement, Yahoo said:
“Yahoo! Inc. today announced that its Board of Directors, after careful review and consideration of how to best drive long-term value for shareholders, has unanimously decided to suspend work on the pending plan, announced in January of 2015, to spin-off the company’s remaining holdings in Alibaba Group Holding Limited. The Board will now evaluate alternative transaction structures to separate the Alibaba stake, focusing specifically on a reverse of the previously announced spin transaction.”
The so-called “reverse spin-off” is an alternative way of separating the Alibaba stake — so Yahoo’s other assets and liabilities would be exported into a new company. This could effectively spell the end of Yahoo as we know it.
Founded in 1995, Yahoo is one of the oldest brands on the Web and was the preeminent search engine for tens of millions of people before Google staked its claim. Under the stewardship of Marissa Mayer, who left Google to take on the CEO role in 2012, Yahoo has embarked on a long process of reinventing itself with app relaunches, rebuilds, and countless acquisitions and acqui-hires designed to bring new innovation and talent into the company. But for most people, this hasn’t really translated into a cohesive roadmap for how the company will survive in the long-term.
So in recent times, the focus of Yahoo’s inherent worth has pretty much fallen on Alibaba — a company which Yahoo cofounder and former CEO, Jerry Yang, initially bought a 40 percent stake in (on behalf of Yahoo), before selling a portion back several years later. Alibaba’s business has since flourished, and thus, so has Yahoo’s stake.
Yahoo first revealed plans to spin out its remaining shares of Alibaba Group into a publicly traded company called Aabaco Holdings back in January, and officially made its SEC filing in July. But Yahoo had sought confirmation from the Internal Revenue Service (IRS) that this was a legal move and wouldn’t subject the company to billions in taxes. The IRS, however, has refused to make a ruling, thus leaving Yahoo in limbo.
Now, it seems, the risk was just too much, and the company has deemed the reverse spin-off a safer route to appease shareholders. Under the plan, shareholders would still receive stock in both companies.
“We believe that the previously announced spin off would be tax free to Yahoo and its shareholders,” explained Maynard Webb, chairman of Yahoo’s board of directors, in a press release. “However, in consideration of developments since the original spin off plan was announced and after significant deliberations, we are suspending work on the Aabaco spin off. Among other factors, we were concerned about the market’s perception of tax risk, which would have impaired the value of Aabaco stock until resolved. Informed by our intimate familiarity with Yahoo’s unique circumstances, the Board remains committed to accomplishing the significant business purposes and shareholder benefits that can be realized by separating the Alibaba stake from the rest of Yahoo.”
There are still many hurdles to the reverse spin-off, including SEC filings and clearances, shareholder approval, and other consents. Yahoo said it could take up to a year to finalize the transaction.