美聯社2019年4月2日(美國東部時間)以《ALTABA宣佈董事會批准清算和解散計劃》的標題,報道稱,阿里巴巴原大股東、現三股東Altaba基金董事會批准全面清算和解散計劃,在獲得股東批准進行清算和解散之前,該基金擬出售不超過其所持阿里巴巴股份的50%。

  該基金計劃通過公開市場交易、私人市場出售阿里巴巴股份。根據預計,該基金將總計出售398億美元至411億美元。截至2018年12月31日,Altaba持有阿里巴巴10.96%的ADR股份。阿里巴巴股價今日盤後下跌1%。

  公開信息顯示,2017年,美國網絡門戶企業雅虎的大部分資產與核心網絡業務,被美國通信巨頭、電信公司Verizon收購,並將資產置於一家名爲Yahoo!的新子公司之下。剩下的阿里巴巴股份等資產組建成爲一家名爲Altaba(也被媒體俗稱爲“阿里他爸公司”)的上市公司。

  據報道,在轉讓了門戶網站等實體資產後,Altaba公司的主要資產是前雅虎公司對中國阿里巴巴集團和雅虎日本公司的股權。

  2018年9月10日,美國投資公司Altaba(原美國雅虎)宣佈,拋售全部雅虎日本的股票。

  Altaba採取了一系列戰略,以實現其投資目標,包括在公開市場上回購股票,以及通過交易阿里巴巴集團控股有限公司的美國證券存託憑證和以現金換股,通過資產處置(不包括其在阿里巴巴的地位)和解決某些實際負債和或有負債,以及通過其他手段,簡化該公司業務。

  在認真考慮了Altaba爲實現其投資目標而可能採取的其他戰略對該公司股東的風險、時機、可行性和潛在影響以及管理層的建議之後,董事會經與該公司顧問協商,一致認爲,根據計劃進行清算和解散是可取的,符合該公司及其股東的最佳利益。

  這算是高級的套現割韭菜嗎?

  公開信息顯示,Altaba之前一直在減持阿里的股票,截至2018年12月31日,已經從大股東減爲三股東,大股東和二股東分別是軟銀和“悔創阿里傑克馬”。

  Altaba基金管理層將於2019年4月3日上午8點(美國東部時間)舉行公司最新信息的電話會議,討論清算和解散以及本稿中描述的事項。

  2018年教師節,馬雲發出一封題爲“教師節快樂”的公開信。馬雲在信中表示,他將在一年後的教師節、也就是2019年9月10日辭任阿里巴巴董事局主席,由現任集團CEO張勇接替。

  附:美聯社報道原文

  AltabaAnnounces Board Approval of Plan of Complete Liquidation and Dissolution

  today

  NEWYORK--(BUSINESS WIRE)--Apr 2, 2019--Altaba Inc. (“Altaba” or the “Fund”)(NASDAQ:AABA) today announced that the Fund’s Board of Directors (the “Board”)has approved the liquidation and dissolution of the Fund pursuant to a Plan ofComplete Liquidation and Dissolution (the “Plan”), subject to stockholderapproval. The Fund intends to file a proxy statement with the U.S. Securitiesand Exchange Commission (the “SEC”) with respect to a special meeting ofstockholders to seek stockholder approval of the liquidation and dissolutionpursuant to the Plan.

  As previouslydisclosed in the Fund’s public filings with the SEC, the Fund’s investmentobjective is to increase the price per share at which it trades relative to thethen-current value of the Fund’s underlying assets. The Fund seeks to do thisby reducing the discount at which shares of the Fund’s common stock, par value$0.001 per share (the “Shares”), trade relative to the underlying value of itsnet assets while simplifying its net asset base and returning capital to itsstockholders in ways that are accretive and increase stockholder value.

  The Fund haspursued a number of strategies with the goal of achieving its investmentobjective, including by repurchasing the Shares, both in the open market andthrough an exchange offer of American Depository Shares (“ADSs”) of AlibabaGroup Holding Limited (“Alibaba”) and cash for Shares, the simplification ofthe Fund through the disposition of assets (other than its position in Alibaba)and the resolution of certain actual and contingent liabilities, and throughother means. After carefully considering the risks, timing, viability andpotential impact on the Fund’s stockholders of additional strategiespotentially available to the Fund to achieve its investment objective, as wellas the recommendation of management, and in consultation with the Fund’sadvisors, the Board unanimously determined that the liquidation and dissolutionpursuant to the Plan is advisable and in the best interests of the Fund and itsstockholders.

  Thomas J.McInerney, Chief Executive Officer of the Fund, said, “Since June of 2017 wehave taken a series of aggressive actions designed to drive shareholder valueand these have yielded measureable results as our trading discount has narrowedand our stock has meaningfully outperformed a composite of its underlyingassets. The right next action for shareholders is the Plan we are announcingtoday as it represents the most definitive step, generally within our control,that we could take to reduce the discount to net asset value at which ourShares trade.”

  If theliquidation and dissolution pursuant to the Plan is approved by the Fund’sstockholders, the Fund expects to:

  sell or   otherwise dispose of all of the remaining ordinary shares and ADSs of   Alibaba (collectively, “Alibaba Shares”) held by the Fund (other than   Alibaba ADSs, if any, to be distributed in kind) and its equity interests   in Excalibur IP, LLC, to the extent any such assets have not been sold or   disposed of by the Fund before the special meeting;

  make a   pre-dissolution liquidating distribution to stockholders (in cash, Alibaba   ADSs or a combination thereof), which the Fund currently expects will be   made in the fourth quarter of 2019 and estimates will be in an amount   between $52.12 and $59.63 per Share in cash and/or Alibaba ADSs (which   estimates assume, among other things, an Alibaba Share price realized on   sale and, if applicable, an Alibaba Share value at the time of   distribution, of $177.00 per Alibaba Share);

  file a   certificate of dissolution with the Secretary of State of the State of   Delaware;

  after   filing such certificate of dissolution, limit its operations and   activities to those required to wind up our business affairs as required   by law;

  follow the   “safe harbor” procedures under Sections 280 and 281(a) of the General   Corporation Law of the State of Delaware to obtain an order from the   Delaware Court of Chancery (the “Court”) establishing the amount and form   of security for contested known, contingent and potential future claims   that are likely to arise within five years of the date of dissolution (or   such longer period of time as the Court may determine not to exceed ten   years after the date of dissolution);

  as soon as   practicable after the issuance of such Court order, pay or make reasonable   provision for the Fund’s uncontested known claims and expenses and   establish reserves as required by the Court order; and

  thereafter,   to the extent that the Fund’s actual liabilities and expenses are less   than the amounts required to be held as security for its outstanding   claims and expenses, distribute all of the Fund’s remaining assets in one   or more liquidating distributions on a pro rata basis to or for the   benefit of the Fund’s stockholders.

  Prior tomaking any pre-dissolution liquidating distribution, the Fund plans to sell notless than a sufficient number of Alibaba Shares to ensure that the Fund hassufficient liquid assets to cover the maximum potential reserves that might berequired by the Court to satisfy the Fund’s known, contingent and potentialfuture claims and to fund the cash portion of such distribution. The Fundintends to sell no more than approximately 50% of the Alibaba Shares it holdsprior to receiving stockholder approval of the liquidation and dissolutionpursuant to the Plan and to sell its remaining Alibaba Shares after stockholderapproval, except that any Alibaba Shares it does not need to sell to cover thereserve amounts may instead be distributed in kind. The Fund intends to sellits Alibaba Shares through open market transactions and/or through privatedispositions not executed or recorded on a public exchange or quotationservice. Regardless of the method chosen by the Fund, it currently intends toprovide additional information upfront regarding the manner and timing that itexpects to use or sell its Alibaba Shares.

  The Fundcurrently estimates that the Fund could make total aggregate liquidatingdistributions to stockholders, including the pre-dissolution liquidatingdistribution referred to above, ranging between approximately $39.8 billion and$41.1 billion (approximately $76.62 and $79.22 per Share, respectively), whichestimates assume, among other things, an Alibaba Share price realized on saleand, if applicable, an Alibaba Share value at the time of distribution, of$177.00 per Alibaba Share. Further details regarding anticipated futuredistributions will be disclosed in the Fund’s proxy materials to be filed inconnection with the special meeting.

  The amountdistributable to stockholders may vary substantially from the estimated amountsabove based on a number of factors, including the resolution of outstandingknown and contingent liabilities, the possible assertion of claims that arecurrently unknown to the Fund and costs incurred to wind down the Fund’sbusiness. Further, if additional amounts ultimately are determined to benecessary to satisfy or make provision for any of these obligations,stockholders may receive substantially less than the current estimates. It ispossible that the aggregate liquidating distributions that would be paid to astockholder under the Plan would not exceed the amount that a stockholder couldhave received upon sales of its Shares in the open market.

  Upon thefiling of a certificate of dissolution, trading in the Fund’s Shares on theNasdaq Global Select Market will be suspended, and our Shares will thereafterbe delisted. In addition, the Fund will close its stock transfer books, afterwhich record holders of the Shares generally will be prohibited fromtransferring record ownership of their Shares (except by will, intestate successionor operation of law). The Fund will, however, request that, following suchtime, The Depository Trust Company (“DTC”) maintain records representing theright to receive any post-dissolution liquidating distributions, including anytransfers of such rights. Consequently, the Fund expects that any transfers ofsuch rights will be tracked by DTC.

  The proxystatement to be filed in connection with the special meeting will containimportant information regarding the Plan, including, among other things, the assumptionsand qualifications applicable to the Fund’s estimates of the pre-dissolutionliquidating distribution, the aggregate liquidating distributions the Fundexpects to make, and the amounts of assets the Fund expects to withhold fromsuch liquidating distributions. Stockholders of the Fund are urged to read theproxy statement and other relevant materials filed by the Fund with respect tothe special meeting when they become available because they will containimportant information about the Fund and the proposed liquidation anddissolution pursuant to the Plan.

  The Fund’smanagement will conduct a corporate update conference call to discuss theliquidation and dissolution and the matters described in this press release onApril 3, 2019 at 8:00 a.m. (Eastern time). Participants are encouraged topre-register for the conference call using the following link. Callers whopre-register will be given a conference passcode and unique PIN to gainimmediate access to the call and bypass the live operator. Participants maypre-register at any time, including up to and after the call start time.

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