Verizon to acquire Yahoo's operating business / Transaction will create a new rival in mobile media technology reaching over 1B users* with a roster of the world's most beloved brands

BASKING RIDGE, N.J., and SUNNYVALE, Calif. (ots) - Verizon
Communications Inc. (NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO)
today announce they have entered into a definitive agreement under
which Verizon will acquire Yahoo's operating business for
approximately $4.83 billion in cash, subject to customary closing
adjustments.

Yahoo informs, connects and entertains a global audience of more
than 1 billion monthly active users** - including 600 million monthly
active mobile users*** through its search, communications and digital
content products. Yahoo also connects advertisers with target
audiences through a streamlined advertising technology stack that
combines the power of their data, content and technology.

Lowell McAdam, Verizon Chairman and CEO, said: "Just over a year
ago we acquired AOL to enhance our strategy of providing a
cross-screen connection for consumers, creators and advertisers. The
acquisition of Yahoo will put Verizon in a highly competitive
position as a top global mobile media company, and help accelerate
our revenue stream in digital advertising."

Yahoo will be integrated with AOL under Marni Walden, EVP and
President of the Product Innovation and New Businesses organization
at Verizon.

Marissa Mayer, CEO of Yahoo, said: "Yahoo is a company that has
changed the world, and will continue to do so through this
combination with Verizon and AOL. The sale of our operating business,
which effectively separates our Asian asset equity stakes, is an
important step in our plan to unlock shareholder value for Yahoo.
This transaction also sets up a great opportunity for Yahoo to build
further distribution and accelerate our work in mobile, video, native
advertising and social."

Mayer added, "Yahoo and AOL popularized the Internet, email,
search and real-time media. It's poetic to be joining forces with AOL
and Verizon as we enter our next chapter focused on achieving scale
on mobile. We have a terrific, loyal, experienced and quality team,
and I couldn't be prouder of our achievements to date, including
building our new lines of business to $1.6 billion in GAAP revenue in
2015. I'm excited to extend our momentum through this transaction."

Tim Armstrong, CEO of AOL, said: "Our mission at AOL is to build
brands people love, and we will continue to invest in and grow them.
Yahoo has been a long-time investor in premium content and created
some of the most beloved consumer brands in key categories like
sports, news and finance."

Under Armstrong, AOL has invested in and grown global premium
brands, including The Huffington Post, TechCrunch, Engadget, MAKERS
and AOL.com, and market-leading programmatic platforms -- including
ONE by AOL for both advertisers and publishers.

Armstrong added, "We have enormous respect for what Yahoo has
accomplished: this transaction is about unleashing Yahoo's full
potential, building upon our collective synergies, and strengthening
and accelerating that growth. Combining Verizon, AOL and Yahoo will
create a new powerful competitive rival in mobile media, and an open,
scaled alternative offering for advertisers and publishers."

The addition of Yahoo to Verizon and AOL will create one of the
largest portfolios of owned and partnered global brands with
extensive distribution capabilities. Combined, AOL and Yahoo will
have more than 25 brands in its portfolio for continued investment
and growth. Yahoo's key assets include market-leading premium content
brands in major categories including finance, news and sports, as
well as one of the most popular email services globally with
approximately 225 million monthly active users****. Additional
technology assets in the advertising space include Brightroll, a
programmatic demand-side platform; Flurry, an independent mobile apps
analytics service; and Gemini, a native and search advertising
solution.

The deal is subject to customary closing conditions, approval by
Yahoo's shareholders, and regulatory approvals, and is expected to
close in Q1 of 2017. Until the closing, Yahoo will continue to
operate independently, offering and improving its own products and
services for users, advertisers, developers and partners.

Verizon will generally issue cash-settled Verizon RSUs for Yahoo
RSUs that are outstanding at the close.

The sale does not include Yahoo's cash, its shares in Alibaba
Group Holdings, its shares in Yahoo Japan, Yahoo's convertible notes,
certain minority investments, and Yahoo's non-core patents (called
the Excalibur portfolio). These assets will continue to be held by
Yahoo, which will change its name at closing and become a registered,
publicly traded investment company. Yahoo will provide additional
information about the investment company at a future date.

Yahoo intends to return substantially all of its net cash to
shareholders and will determine and communicate a specific capital
return strategy at an appropriate time.

LionTree Advisors, LLC, Allen & Company LLC, Bank of America
Merrill Lynch and Guggenheim Securities, LLC are acting as financial
advisors to Verizon. Wachtell, Lipton, Rosen & Katz, Gibson, Dunn &
Crutcher LLP, Covington & Burling LLP and Winston & Strawn LLP are
acting as legal advisors to Verizon.

Goldman, Sachs & Co., J.P. Morgan Securities LLC and PJT Partners
are acting as financial advisors to the Yahoo Board and its Strategic
Review Committee. Skadden, Arps, Slate, Meagher & Flom LLP, Wilson
Sonsini Goodrich & Rosati and Weil Gotshal & Manges LLP are acting as
legal advisors to Yahoo. Cravath, Swaine & Moore LLP is independent
legal advisor to Yahoo's Strategic Review Committee.

Verizon will announce second-quarter 2016 results tomorrow, July
26. To provide further context for investors about this transaction
and other strategic initiatives, McAdam will participate in Verizon's
earnings webcast beginning 8:30 a.m. Eastern tomorrow. Access
instructions and presentation materials, including Verizon's earnings
release, will be available at 7 a.m. on Verizon's Investor Relations
website, www.verizon.com/about/investors/.

*Based on Yahoo internal metrics, Jan. 2016 and AOL Internal,
June 2016
**Yahoo internal user metrics, Jan. 2016
***Yahoo internal user metrics, Jan. 2016
****Yahoo internal user metrics, Jan. 2016. Mail monthly active
users includes 58M IMAP/POP only users - ie. Yahoo monthly
users that access their mail using other companies mail
application

About Verizon

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in
New York City, generated nearly $132 billion in 2015 revenues.
Verizon operates America's most reliable wireless network, with 112.6
million retail connections nationwide. The company also provides
communications and entertainment services over America's most
advanced fiber-optic network, and delivers integrated business
solutions to customers worldwide.

About AOL

AOL is a media technology company with a mission to connect
consumers and creators through open marketplaces. AOL uses data to
disrupt content production, distribution and monetization. The
company connects publishers with advertisers across its global,
programmatic platforms, tapping into Microsoft inventory and original
content brands like TechCrunch, The Huffington Post and MAKERS, which
reach over 500 million monthly global consumers. Within its mobile
advertising network alone, AOL has a reach of roughly 600 million
users. A subsidiary of Verizon, AOL is shaping the digital future.

About Yahoo

Yahoo is a guide to digital information discovery, focused on
informing, connecting, and entertaining users through its search,
communications, and digital content products. By creating highly
personalized experiences, Yahoo helps users discover the information
that matters most to them around the world -- on mobile or desktop.
Yahoo connects advertisers with target audiences through a
streamlined advertising technology stack that combines the power of
Yahoo's data, content, and technology. Yahoo is headquartered in
Sunnyvale, California, and has offices located throughout the
Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa
(EMEA) regions. For more information, visit the pressroom
(pressroom.yahoo.net) or the Company's blog (yahoo.tumblr.com).

Yahoo!, the Yahoo family of marks, and the associated logos are
trademarks and/or registered trademarks of Yahoo! Inc. Other names
are trademarks and/or registered trademarks of their respective
owners.

Pressekontakt:
AOL
Caroline Campbell
404-444-7970
c.campbell@teamaol.com

Verizon
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com

Yahoo
Anne Espiritu
408-349-4040
media@yahoo-inc.com