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TENDER OFFER

Investor Information

On June 7, 2018, Altaba, Inc. (“Altaba” or the “Fund”) commenced a tender offer to purchase up to 195,000,000 (approximately 24%) of Altaba’s issued and outstanding shares of its common stock, par value $0.001 per share (the “Shares”), that are properly tendered in the Offer (as defined below) and not properly withdrawn. ¬†The Offer, proration period and withdrawal rights ¬†expired at 5:00 p.m., New York City time, on August 8, 2018 (such date and time, the “Expiration Date”).

For each Share accepted in the Offer, stockholders received: (i) 0.35 American Depositary Shares (“Alibaba ADSs”) of Alibaba Group Holding Limited (“Alibaba”), which are held by Altaba in its investment portfolio, less any Alibaba ADSs withheld to satisfy applicable withholding taxes and subject to adjustment for fractional Alibaba ADSs (the “ADS Portion”), and (ii) an amount in cash equal to the Alibaba VWAP (as defined below) multiplied by 0.05, less any cash withheld to satisfy applicable withholding taxes and without interest (the “Cash Portion” and, together with the ADS Portion, the “Offer Consideration”), upon the terms and subject to the conditions described in the Offer to Purchase, dated June 7, 2018, as amended and supplemented by the Supplement to Offer to Purchase, dated July 9, 2018 (together, the “Offer to Purchase”) and in the related Amended and Restated Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constituted the “Offer”).

The “Alibaba VWAP” means the daily volume-weighted average price for an Alibaba ADS on the second trading day prior to the Expiration Date (the “Determination Date”). On the Determination Date of August 6, 2018 (based on the Expiration Date of August 8, 2018), Altaba issued a press release announcing that it had determined the final Alibaba VWAP and the final Cash Portion of the Offer Consideration offered by the Fund pursuant to the Offer. The final Alibaba VWAP to be used in determining the Cash Portion of the Offer Consideration is $178.5246. The final Cash Portion per Share is $8.93, less any cash withheld to satisfy applicable withholding taxes and without interest, which was determined by multiplying the Alibaba VWAP of $178.5246 by 0.05. Such press release has also been filed as an amendment to the Schedule TO-I that the Fund has filed with the U.S. Securities and Exchange Commission relating to the Offer.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer, promptly following the Expiration Date, Altaba will accept for purchase, and will thereafter promptly purchase, all Shares properly tendered and not properly withdrawn prior to the Expiration Date.
While Altaba’s board of directors has authorized the Offer, it has not made and is not making, and none of Altaba, Altaba’s affiliates or subsidiaries, Altaba’s investment advisors, the Dealer Manager, the Information Agent or the Exchange Agent has made or is making, any recommendation to you as to whether you should tender or refrain from tendering your Shares. Altaba has not authorized any person to make any such recommendation. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. Before taking any action with respect to the Offer, you should read carefully the information in, or incorporated by reference in, the Offer to Purchase and in the related Letter of Transmittal, including the purposes and effects of the Offer. You are urged to discuss your decisions with your own tax advisors, legal advisors, financial advisors and/or brokers.

This website provides the following information: (i) the closing prices of the Shares on the Nasdaq Global Select Market and Alibaba ADSs on the New York Stock Exchange, in each case, on the Expiration Date, (ii) the final Alibaba VWAP of $178.5246 (based on a Determination Date of August 6, 2018), (iii) the Cash Portion payable for a Share pursuant to the Offer of $8.93 based on the final Alibaba VWAP (based on a Determination Date of August 6, 2018), (iv) the value of the ADS Portion payable for a Share pursuant to the Offer based on the Alibaba ADS closing price on the Expiration Date, (v) the value of the Offer Consideration payable for a Share, based on the final Alibaba VWAP (based on a Determination Date of August 6, 2018) and the Alibaba ADS closing price on the Expiration Date (which is the sum of the amounts in clauses (iii) and (iv) above), (vi) the Fund’s Adjusted NAV and estimated current net asset value, in each case as defined below, and (vii) the amount by which the value of the Offer Consideration is less than the Adjusted NAV and estimated net asset value per Share of the Fund, expressed as a percentage of the Adjusted NAV and estimated net asset value. For additional information about how the Fund calculates net asset value, see Section 12 of the Offer to Purchase. The Alibaba VWAP and the Cash Portion were finalized on the Determination Date of August 6, 2018 and were not updated after August 6, 2018.

The information on this website is being provided solely in connection with the Offer and should not be used for any other purpose. You should refer to the Offer to Purchase for important information about the Offer. A copy of the Offer to Purchase and other related information are available through the links below.

 

Date:

8/8/2018

Altaba Share Closing Price:

$70.99

Alibaba ADS Closing Price:

$177.52

Alibaba VWAP:

$178.5246

Cash Portion of Offer:

$8.93

Value of ADS Portion of Offer:

$62.13

Value of Offer Consideration:

$71.06

Adjusted NAV1:

$95.63

Discount to Adjusted NAV based on value of Offer Consideration2:

25.69%

Estimated current net asset value3:

$77.21

Discount to estimated current net asset value based on value of Offer Consideration4:

7.96%

1The Fund’s “Adjusted NAV” adjusts the Fund’s most recently published net asset value per Share to exclude deferred tax liabilities on unrealized appreciation and further adjusts the Fund’s net asset value to reflect the current closing stock price of Alibaba ADSs and of shares of common stock of Yahoo Japan Corporation (“Yahoo Japan”), but holds constant all other inputs used to calculate the Fund’s net asset value for March 31, 2018 (including the number of the Shares outstanding).  The methodology used to calculate “Adjusted NAV” for purposes of the Offer is the same as the methodology used to calculate “Adjusted NAV” historically reported on the Fund’s investor relations web site https://www.altaba.com/holdings.cfm.

2Reflects the amount by which the Offer Consideration is less than the Adjusted NAV per Share of the Fund, expressed as a percentage of such Adjusted NAV, before any amounts withheld to satisfy applicable withholding taxes.

3The Fund’s “estimated current net asset value” per Share reflects (i) the price of Alibaba ADSs and Yahoo Japan shares owned by the Fund, (ii) the deferred tax liability on the Alibaba ADSs and Yahoo Japan shares based on such prices, (iii) the amount of cash held by the Fund, (iv) the value of the Fund’s marketable debt securities, (v) the amount borrowed under the Fund’s margin loan, (vi) the outstanding principal amount of the Fund’s convertible notes and (vii) the number of Shares outstanding, in each case based on the most recently available information to the Fund, but holding constant from March 31, 2018 all other inputs used to calculate the Fund’s net asset value for March 31, 2018.

4Reflects the amount by which the Offer Consideration is less than the estimated current net asset value per Share of the Fund, expressed as a percentage of such estimated current net asset value, before any amounts withheld to satisfy applicable withholding taxes.

Tender Offer Material:

 

The Information Agent for the Offer is:

b
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll free: (877) 750-9497
Banks and Brokers may call collect: (212) 750-5833


J.P. Morgan Securities LLC is acting as the dealer manager for the Offer, Computershare Trust Company, N.A. is acting as the exchange agent for the Offer and Innisfree M&A Incorporated is acting as the information agent for the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at (877) 371-5947 (toll-free) or (212) 622-4401 (direct). Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to Innisfree M&A Incorporated by telephone at (877) 750-9497 (toll free) or (212) 750-5833 (collect) or in writing to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.

This webpage shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only pursuant to the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the other related Offer materials. Altaba will provide copies of the Offer materials upon request free of charge to stockholders

Forward-Looking Statements

This webpage contains “forward-looking statements,” including statements as to the amount, timing and manner of the Offer. Risks and uncertainties may cause actual results to differ materially from the results predicted. Potential risks and uncertainties include, among others: (i) the risk that Altaba may not be able to complete the Offer and purchase the Shares pursuant to the Offer or otherwise; (ii) the risk that Altaba may not be able to achieve the benefits contemplated by the Offer; and (iii) the possibility that the value of Altaba’s investment assets decline, including the equity securities of Alibaba it holds in its investment portfolio, and certain other investments.  Any forward-looking statements made on this webpage are qualified by these cautionary statements, and there can be no assurance that the actual results or developments Altaba anticipates will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Altaba or its business or operations.