• Bloomberg


Softbank Corp. and China’s Alibaba Group Holding Ltd. are talking with private-equity funds about making a bid for all of Yahoo Inc. without the company’s blessing, sources said.

Alibaba and Softbank, in an effort to buy back stakes owned by Yahoo, have grown impatient with a lack of progress in direct talks with the firm, said the sources, who asked not to be named because the negotiations are private.

The two companies aim to work with partners that haven’t signed nondisclosure agreements circulated by Yahoo that can make it harder to bid for the whole company, the sources said. Yahoo prefers to sell a smaller stake, rather than cede complete control, they said.

Alibaba Chairman Jack Ma has said he’s “very interested” in acquiring Yahoo.

“Alibaba Group and Softbank are willing to buy back their shares soon,” said Tomoaki Kawasaki, an analyst at Cosmo Securities Co.

Yahoo, Alibaba and Softbank representatives declined comment.

Private-equity firms are reluctant to sign Yahoo’s NDA because it prohibits talks with other funds or strategic partners aimed at forming a larger bid, the sources said.

Yahoo has asked interested parties to sign the NDA to receive management presentations and more access to confidential financial information, they said.

TPG Capital is one of the private-equity firms that has signed a nondisclosure agreement, the sources said. Yahoo continues to negotiate with holdouts to encourage a change of heart, they said. Microsoft Corp. and Google Inc., Yahoo rivals that have expressed interest in financing a possible bid for the company, have reportedly not signed.

Yahoo is exploring strategic options and seeking a new chief executive officer after the September ouster of Carol Bartz, who struggled to fend off competition from Google and Facebook Inc. Jerry Yang, a cofounder and Yahoo board member, said last month the company isn’t necessarily for sale.

Representatives of Google and Microsoft declined comment.

Under one scenario being discussed, Softbank and Alibaba would buy back the stakes that Yahoo owns in the companies, according to the sources. The remaining funding needed to buy the Yahoo business would come from a private-equity firm.

In another scenario, Softbank and Alibaba would fill their own funding gaps, one source said.

Yahoo has a stake of about 40 percent in Alibaba, an e-commerce company, and 35 percent of Yahoo Japan, according to filings with the U.S. Securities and Exchange Commission.

Shareholders would incur a tax liability in certain circumstances, including in the event that Yahoo sells the Asian stakes to a party other than Alibaba or Softbank, according to a separate source. The Asian firms would likely avoid tax hurdles by making the purchase themselves. That would help each firm add to its stake, rather than result in a taxable investment gain, the source said.

The two stakes could equal about $15 billion, said one of these sources, leaving a private-equity fund — on its own or with other partners — to come up with the remaining money.

The Financial Times reported last week that Alibaba and Softbank seek to form a group of private-equity investors to back a full acquisition of Yahoo.

In a time of both misinformation and too much information, quality journalism is more crucial than ever.
By subscribing, you can help us get the story right.