阿里巴巴并购谎言穿帮 Yahoo！只付2.5亿美金
balark liang
根据Yahoo！给SEC提交的文件，本次并购阿里巴巴及关联资产，仅仅支付了2.5亿美金而已。如果进一步追加收购，即完全掌握alibaba及taobao等关联资产，是向SoftBank购买剩余的股份。
也就是说，其实马云在本次收购里，已经把自己的东西卖光了，成为Yahoo!和SoftBank的雇佣经理人。
佩服马云一贯的大话作风。
详细内容可以参考
http://biz.yahoo.com/e/050816/yhoo8-k.html
Alibaba got $250 million in cash for this deal.
Form 8-K for YAHOO INC
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16-Aug-2005
Entry into Material Agreement, Financial Statements and Exhibits
ITEM 1.01 Entry into a Material Definitive Agreement.
The Stock Purchase and Contribution Agreement
On August 10, 2005, Yahoo! Inc, a Delaware corporation ("Yahoo!"),
announced that it had entered into a Stock Purchase and Contribution
Agreement (the "SPCA") whereby Yahoo! will enter into a strategic
combination with Alibaba.com Corporation ("Alibaba"). Pursuant to the
terms of the SPCA, Yahoo! agreed to purchase approximately 201,617,750
ordinary shares of Alibaba in exchange for $250 million in cash, the
transfer of shares of Tao Bao Holding Limited, a Cayman Islands
exempted limited liability company ("Tao Bao") which it will acquire
from a wholly-owned subsidiary of SOFTBANK CORP. ("SOFTBANK") as
described below, and the contribution of Yahoo!'s business and
operations in China to Alibaba. Upon consummation of the transactions
contemplated by the SPCA and the other agreements described therein and
below, Yahoo! will own 40% of the outstanding shares of Alibaba on a
fully-diluted basis, including shares reserved for issuance under
Alibaba's employee stock plans. Also, upon such consummation, Alibaba
will own 100% of the outstanding shares of Tao Bao.
The SPCA and the transactions contemplated thereby are conditioned,
among other things, upon the receipt of certain required governmental
approvals and the execution of certain other ancillary agreements
including, without limitation, the Tao Bao Share Purchase Agreement,
Secondary Share Purchase Agreement and the Shareholders Agreement
described below. Yahoo! and Alibaba have agreed to indemnify one
another post-closing for breaches of their respective representations,
warranties and covenants subject to the limitations set forth in the
agreement.
The Tao Bao Share Purchase Agreement
Pursuant to terms of the SPCA, upon the closing of the transactions
contemplated by the SPCA, Yahoo! will enter into the Tao Bao Share
Purchase Agreement with SOFTBANK and SB TB Holding Limited ("SB TB
Holding"), a wholly-owned subsidiary of SOFTBANK, whereby Yahoo! will
purchase shares of Tao Bao from SB TB Holding for $360 million in cash.
The Tao Bao shares acquired by Yahoo! under the Tao Bao Share Purchase
Agreement will be contributed to Alibaba as part of the consideration
for Yahoo!'s purchase of Alibaba shares pursuant to the SPCA. The Tao
Bao Share Purchase Agreement is conditioned, among other things, upon
the closing of the transactions contemplated by the SPCA.
The Secondary Share Purchase Agreement
Pursuant to terms of the SPCA, upon the closing of the transactions
contemplated by the SPCA, Yahoo! will also enter into the Secondary
Share Purchase Agreement with SOFTBANK, certain Alibaba financial
investors and senior management of Alibaba whereby Yahoo! will purchase
additional shares of Alibaba for an aggregate purchase price of
approximately $390 million. The Secondary Share Purchase Agreement is
conditioned, among other things, upon the closing of the transactions
contemplated by the SPCA.
The Shareholders Agreement
As a condition to closing of the SPCA and the transactions contemplated
thereby, Alibaba, Yahoo!, SOFTBANK and certain members of Alibaba's
management team and certain other Alibaba shareholders will enter into
a Shareholders Agreement granting various rights to, and imposing
certain limitations on, the shareholders, including, without
limitation, board representation rights, approval rights, voting
rights, transfer restrictions, preemptive rights and rights of first
offer. Effective as of the closing of the transactions described above,
the Alibaba board will consist of four members, one appointed by
Yahoo!, one appointed by SOFTBANK and two appointed by members of
Alibaba's management team.
The foregoing description of the SPCA, the Tao Bao Share Purchase
Agreement, the Secondary Share Purchase Agreement and the Shareholders
Agreement do not purport to be complete and is qualified in its
entirety by reference to such agreements which are filed as Exhibits
2.1, 10.1, 10.2 and 10.3, respectively, hereto and incorporated herein
by reference. The press release announcing the strategic combination
between Yahoo! and Alibaba is attached as Exhibit 99.1 to this Current
Report on Form 8-K and the information contained therein is
incorporated herein by reference.
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The SPCA contains representations and warranties the parties made to
each other as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of the
contract between Yahoo! and Alibaba and may be subject to important
qualifications and limitations agreed by the parties in connection with
negotiating its terms. Moreover, certain representations and warranties
may not be accurate or complete as of any specified date because they
are subject to a contractual standard of materiality different from
those generally applicable to shareholders or were used for the purpose
of allocating risk between the parties rather than establishing matters
as facts. For the foregoing reasons, you should not rely on the
representations and warranties as statements of factual information.
ITEM 9.01 Financial Statements and Exhibits.
The following exhibit is furnished with this report on Form 8-K:
Exhibit
Number Description
2.1 Stock Purchase and Contribution Agreement, dated as of August 10,
2005,
by and between Yahoo! Inc. and Alibaba.com Corporation.
10.1 Form of Tao Bao Share Purchase Agreement, by and among Yahoo!
Inc.,
SOFTBANK CORP. and SB TB Holding Limited.
10.2 Form of Secondary Share Purchase Agreement, by and among Yahoo!
Inc.,
SOFTBANK CORP. and Certain Shareholders of Alibaba.com Corporation.
10.3 Form of Shareholders Agreement, by and among Alibaba.com
Corporation,
Yahoo! Inc., SOFTBANK CORP. and the Management Members.
99.1 Press release dated August 10, 2005.