Yahoo! (YHOO) announced the commencement of a modified "Dutch auction" self-tender offer to purchase for cash up to $3B of shares of its common stock at prices equal to the A) "Alibaba VWAP", multiplied by (B) multiples specified by tendering stockholders not greater than 0.420 nor less than 0.370, provided that in no event will the purchase price be less than $37.00 per share, less applicable withholding taxes and without interest.

The terms and conditions of the tender offer are set forth in an Offer to Purchase, Letter of Transmittal and related documentation that are being distributed to holders of the company's shares and are being filed with the U.S. SEC.

The tender offer will expire on June 13, 2017 at 11:59 p.m., New York City time, unless the tender offer is extended or withdrawn by the company. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case in accordance with the procedures described in the tender offer materials that are being distributed to stockholders.

The "Alibaba VWAP" means the daily volume-weighted average price for an American Depositary Share of Alibaba Group (BABA) on the New York Stock Exchange, on the second trading day prior to the expiration date; provided, that in no event shall the Alibaba VWAP be less than $100.00 for the purpose of computing the purchase price.

The purpose of the tender offer is to provide liquidity to a potentially significant number of stockholders that will be forced to sell their shares at or prior to the closing of the pending sale of Yahoo's operating business to Verizon (VZ) as a result of the fact that, upon completion of the Sale Transaction, the company will be required to register as a closed-end investment company under the Investment Company of 1940 and its shares are expected to be removed from the Standard and Poor's 500 Composite Index and other indices.

The tender offer also enables the company to potentially return a significant amount of cash to its stockholders by repurchasing shares. The company believes that the tender offer provides a mechanism for completing a sizable repurchase of its shares more rapidly than would be possible through open market purchases.