Verizon Says Yahoo Hack Could Have “Material Impact” Affecting Acquisition

Verizon hinted again this morning that it will continue to press for a price cut — said to be about $1 billion — in its $4.83 billion deal to buy Yahoo’s assets following the recent disclosure of a major 2014 security breach.

Yahoo said last month that a “state-sponsored actor” stole 500 million users’ information including names, passwords, email addresses, birth dates, and — in some cases — answers to security questions.

“This was an extremely large breach that has received a lot of attention from a lot of different people, so we have to assume that it will have a material impact on Yahoo,” CFO Fran Shammo told analysts this morning after the company released its Q3 earnings.

Verizon lawyers had their first conversation with Yahoo yesterday.

That suggests this is “going to be a long process,” Shammo says. “So unless Yahoo comes up with different processes, it is going to take some time to evaluate this. So, until then, we haven’t reached any final conclusions around this issue.”

Last week Verizon General Counsel Craig Silliman said that his company has a “reasonable basis” to deem the hack a “material event,” giving the telco a potential legal rationale to exit the agreement.

Earlier this week Yahoo CEO Marissa Mayer said that, based on her company’s Q3 performance, she remains “very confident, not only in the value of our business, but also in the value Yahoo products bring to our users’ lives. To that end, we take deep responsibility in protecting our users and the security of their information. We’re working hard to retain their trust and are heartened by their continued loyalty as seen in our user engagement trends.”

Yahoo shares are down 1.4% this morning.

A $1 billion cut in Verizon’s deal would represent a significant reduction in the valuation for Yahoo’s assets. But more than 60% of its stock value comes from its investments in Alibaba and Yahoo Japan, which are not included in the sale.

Analysts say it will be hard for Verizon to secure a big price cut in its Yahoo-acquisition agreement.

In other instances, “proving ‘material adverse events’ has been difficult,”  Nomura’s Anthony DiClemente said this week. Yahoo’s engagement numbers also were “unaffected by the disclosure of the security breach.” As a result, he’s “cautiously optimistic that the deal should close as planned.”

Pivotal Research’s Brian Wieser says that Yahoo “may need to provide some consideration to Verizon (such as a reduced acquisition cost or indemnification).” But he believes “the transaction will still go through.”

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