The bad news, if you’re an Apple fan: Just like Apple’s other recent Siri ads, these don’t make Siri seem very cool.

In the first one, there’s at least the suggestion that Siri will help Malkovich find a restaurant where he can get some sausage. So that’s something, at least.

But the second one, where Malkovich is sitting around by himself, just killing time with his iPhone, without any discernible purpose?

That’s pretty realistic, actually. But it’s not fun to watch:

But, like I said, Malkovich really is cool. There are a gazillion furniture-chewing scenes I could pick to illustrate this, but for some reason I’ve always been partial to his preposterous Russian poker heavy, from “Rounders”:

It was a bad time for Facebook’s IPO to go south.

Retail investors are not happy. Class-action lawsuits have been filed against Nasdaq, Facebook and the three Wall Street investment banks that took it public. The Securities and Exchange Commission, Financial Industry Regulatory Authority and the Massachusetts Secretary of State are all “looking into” just exactly how the deal went down.

So, will that be enough to sate a scorned investment public at large, especially amid a current political climate of public skepticism — if not outright contempt — for Wall Street as a whole?

Not at all, especially because it is an election year.

Therefore, cue the tsk-tsking politicians lining up Wall Street’s powerbrokers, as well as a Facebook exec, for a session of pompous I-told-you-sos.

It’s clear the big guns on Capitol Hill are gearing up to intervene. The Senate Banking Committee is in the process of meeting with Facebook, regulators and other stakeholders in the IPO, according to a statement issued by its chairman, Sen. Tim Johnson, on Wednesday.

“Once these briefings have concluded and the staff reports back to me,” Johnson said, “I will determine if a Senate Banking committee hearing is necessary.”

Maybe not necessary, but those hearings do seem inevitably inevitable.

Sen. Sherrod Brown, chairman of the Senate Banking subcommittee, chimed in as well. “There’s a lot that we don’t know about this IPO, but a lot that we do,” Brown said in a statement released on Wednesday. “Effective capital markets require transparency and accountability, not one set of rules for insiders and another for the rest of us.”

And while the House Financial Services committee didn’t as yet return my Wednesday afternoon calls, HFS spokeswoman Marisol Garibay told Reuters that it is also being briefed on the issues, and is in the midst of “gathering information and facts.”

After the most hotly anticipated IPO of the year was mired by technological and potential ethical issues, leaving thousands of retail investors holding the proverbial bag, it’s natural that Congress would consider intervening. Allegations against Facebook and its underwriters surfaced earlier this week, claiming a Facebook executive explicitly told at least one member of its syndicate that the firms should lower their financial forecasts for Facebook at the eleventh hour, mere days before the highly anticipated IPO.

This apparently resulted in institutional investors dialing back the price at which these firms would buy Facebook stock, and that could have dampened demand for shares on the first day of trading, affecting retail investors’ chances at any potential first day gains.

Some have taken steps to ease the investor backlash. Morgan Stanley may adjust prices of orders made by its retail investor clients, according to a report from The Wall Street Journal. Nasdaq, too, may earmark around $13 million in order to resolve bad trades.

But there is nothing like a good old-fashioned grilling of money makers and Internet zillionaires for the cameras of C-SPAN to make the summertime barbeque complete.

Eat it up, folks.

Its shares rose 11 percent to $11.45 in after-hours trading.

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You’re welcome, says Netflix content boss Ted Sarandos.

Sarandos, speaking at a panel at the cable industry’s annual convention in Boston, took credit for the bump, citing Netflix viewership for the show’s repeats.

“These are people who had four years to watch the show, and didn’t,” he said. But after catching up on the earlier seasons, they tuned in for the fifth.

Netflix wants to boast about stories like this, because it highlights the fact that it still has in-demand content, and because it bolsters its argument that it can help TV networks, not hurt them. And there may well be evidence to support that.

But it’s important to note that Sarandos’ comments came when he was defending Netflix from the flip side of that argument — that some networks, like Viacom’s Nickelodeon, may be hurt by Netflix. Both Viacom and Netflix say that’s not the case, but the critique has traction with various Netflix skeptics.

Meanwhile, here’s another data point from the panel that indicates that Netflix customers are watching something on the service: Cox Communications President Pat Esser said 40 percent of his four million broadband customers generated a Netflix  stream in March.

The high cost of running the local-news sites has fueled a campaign by dissident investor Starboard Value LP against AOL Chief Executive Tim Armstrong’s strategy of investing heavily in online content.

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Sources say Rubicon paid around $10 million for the two-year-old company.

Rubicon helps publishers manage and optimize their display ads via “real time” buying, and the pitch is that they’ll now be able to do that with mobile ads, too — though the still-nascent mobile ad business has yet to fully embrace that kind of technology.

Rubicon’s rivals include Pubmatic and Google’s AdMeld. In September 2010, it picked up ad tech assets from News Corp., which also owns this site. Mobsmith raised a reported $575,000 in July 2010.

While it might seem as though Web content queen Arianna Huffington could soon launch a moon edition of her eponymous Huffington Post — perhaps HuffPo Lunar — the AOL-owned unit’s next effort will be an Oprah Winfrey section on the huge online publishing platform.

The Oprah Winfrey Network and Huffington Post Media Group said today that they will officially debut the jointly run site in August, part of a just-struck partnership between the brands.

Under terms of the deal, there will be a dedicated version of the Oprah.com site on the Huffington Post platform, with more robust interactive offerings and also with tightly integrated access to the much larger HuffPo audience.

In the year to date, Oprah.com has been averaging just five million monthly unique visitors, while the Huffington Post has close to 37 million.

It also now has 66 vertical sites — with the next to launch in early June in Madrid, called El Huffington Post.

So far, the new Oprah site will not be called HuffPOprah; its content will be supplied by writers and producers of Oprah.com, which will continue to operate independently.

And, topically speaking, it will be vintage Oprah, covering personal growth, spirituality and aspects of physical and mental health.

“The Huffington Post Oprah section will contain a mix of articles, blogs and interactive content that will connect with the audience on an emotional and spiritual level,” said the pair in a press release. “The site will provide practical advice and resources encouraging people to discover their best selves and to lead happier, more fulfilling lives by taking steps to attain their goals.”

“This is about having even more engagement with the audience for all the content that Oprah produces with our network of bloggers and communities,” said Huffington in an interview. “Engagement is the key.”

Added OWN President Erik Logan: “We have done a lot of syndication deals with other partners, but we recognized for some time that we need to intersect with content wherever and however it may be. So, we wanted to try something big and different.”

Oprah has actually already tried “different” in a hookup with the Flipboard reader app last year.

Logan said that while Oprah.com will continue to sell its own advertising, it will rely on AOL to hawk ads for the new site.

“We trust the Huffington Post with our brand,” said Logan. “There is no doubt from our point of view that we will be reaching a highly engaged customer.”

What has a record company ever done for me but humiliate and torment and drag me down?

– Iggy Pop, on why he decided to sell his new album himself

While former Yahoo CEO Scott Thompson fades from the tech scene — besides getting jacked from the top job at the Silicon Valley Internet giant, he’s also just come off two tech boards he had served on — the investigation over his hiring and how a fake computer science degree got into the company’s regulatory filings continues.

While the quick-fire controversy burned Thompson, as well as now former Yahoo director Patti Hart, the special committee of independent board members is still at work trying to figure out how such a mess was made in the first place.

And, more importantly, who knew what when and told whom.

At the time the committee was announced, Yahoo said it would “conduct a thorough review of CEO Scott Thompson’s academic credentials, as well as the facts and circumstances related to the review and disclosure of those credentials in connection with Thompson’s appointment as CEO.”

The special committee is chaired by Yahoo’s new Chairman Fred Amoroso and includes John Hayes and Thomas McInerney, two independent directors who joined the board in April.

Yahoo also hired independent counsel Terry Bird of the law firm Bird, Marella, Boxer, Wolpert, Nessim, Drooks and Licenberg in Los Angeles to handle the inquiry.

The company also noted at the time that “the special committee and the entire Board appreciate the urgency of the situation and the special committee will therefore conduct the review in an independent, thorough and expeditious manner. The Board intends to make the appropriate disclosures to shareholders promptly upon completion of the review.”

Gripped by urgency myself, I have grown weary waiting by the phone for some official answers, which sources said will not be forthcoming for some time.

But since I am the most curious of cats — uh-oh! — I started dialing around on my own to find out what’s what.

And, according to sources — especially since Thompson has settled with Yahoo and will not get severance due to the academic falsehood — the big focus is now centering on if the company’s staff screwed up the background check of his academic credentials, thus allowing it to get into its official filings with the Securities and Exchange Commission and also on Yahoo’s corporate Web site.

When Thompson was hired from eBay, where he was president of its PayPal payments division, the online commerce company had the correct bio information in its SEC filings, although not on its Web site or in its PR materials.

The question is: Did someone from Yahoo simply rely on Web bios and not check eBay filings and did anyone ever re-check Thompson’s college records? (Note: It took me 15 minutes flat to find out he did not have such a degree at Stonehill College in the Boston area.)

If lazy checking was the case, it spells rank incompetence on the part of staffers, as well as Hart, who headed the search after Yahoo fired its previous CEO Carol Bartz last fall.

A much more troubling line of inquiry taking place is aimed at the possibility that someone at Yahoo did discover the discrepancy in Thompson’s resume and either did not report it up the chain of command or did and it was either lost or ignored or, well, worse.

While this certainly ain’t Watergate, such a situation would be very hard for Yahoo to explain away as easily to shareholders, especially potentially litigious ones. As it is always said, the coverup can often be more damaging than the crime itself.

And, if it is determined by the special committee that certain employees knew of Thompson’s resume inaccuracy, it will most certainly result in dismissals of Yahoo employees.

The focus on the committee — which truly cannot sweep this under the rug, if it occurred in this much more serious scenario — is most obviously the legal department of Yahoo, which is responsible for making certain filings are accurate.

Also under scrutiny is the quickness of the hiring of Thompson.

Among the questions is how much vetting was done and whether adequate questions about him were asked among a variety of possible sources.

When he was picked in January, Thompson was a dark-horse candidate for many, including some Yahoo board members.

In fact, he was not on the initial headhunting lists prepared by outside talent search firm Heidrick & Struggles.

That’s because Heidrick had placed Thompson at eBay in mid-2000 and could not then recommend him to Yahoo. As it turned out, Thompson took it upon himself to cold email Yahoo board member and Intuit CEO Brad Smith about the job, who then passed Thompson’s interest to Hart.

Heidrick had no involvement in the checking of Thompson, although he later blamed the firm in a public meeting with Yahoo employees for putting the error in his bio in the first place from when he was hired at eBay. Heidrick quickly called the accusation “verifiably not true” in a memo to its own employees.

Sources said that meant that the firm had a resume that Thompson had submitted to it that also contained the error.

But the central mystery of how that mistake appeared on his bio will likely remain just that without further explanation from Thompson.

In a radio interview in 2009, he did not correct a specific question about the twin degrees he appeared to have held and seemed to even agree with the show’s host, Moira Gunn, about them.

Later, she told me in a video interview that Thompson had clearly indicated to her in the prep for that interview that he indeed had a computer science degree.

Still, it is still not clear — and may never be — who put the faux computer science credential on his resume in the first place.

So, with all apologies to Winston Churchill: It might remain a riddle wrapped in a mystery inside an enigma.

Two quick snapshots, via Cristina Cordova, using stats from AppData. Here’s the usage data for the Washington Post’s Social Reader. Note the second steep drop, in the middle of this month:

And the Guardian’s, which has the same pattern and the same mid-May drop:

Note that Cordova runs biz dev for Pulse, the iOS/Android news reader app, so she’s presumably not unhappy about this trend.

But I don’t have a dog in the fight, and I’m delighted with it myself. I’ve always thought the “social reader” apps were bad ideas, executed poorly: I don’t need to automatically know what my friends are reading — I only want to know about the articles they want me to read, and they’re pretty good about telling me that. And I don’t want to have to use an app to read them — the Web works just fine.

The new digerati consensus is that the drops don’t indicate a sudden revulsion by Facebook users, but that they’re the result of Facebook engineers twisting the dials, and ensuring that Facebook users don’t see the apps in their feeds anymore.

There’s an important lesson there for any Facebook partner or would-be partner (hello, Socialcam!). But as a Facebook user, I don’t really care — I’m just glad I don’t have to see these things anymore.

As long as they keep paying for TV.

But even if consumers go for that deal, the TV guys need to make sure that advertisers buy in, too.

And that won’t happen until the TV guys can get some basic stuff right. Like counting eyeballs, no matter where they watch a show.

That could still take a while. Witness Comcast’s announcement yesterday, made at the cable industry’s annual convention in Boston, that it has been working with Nielsen on a plan to count viewers when they watched video on an iPad*, using Comcast’s Xfinity app.

For various technical reasons, this is much harder than you’d think, and the two companies have already been beavering away at this for 18 months. Now they’re launching a trial, and Comcast executive Matt Strauss is optimistic that they can work the kinks out by 2013, and advertisers could have true “multiplatform measurement.”

But that only works if all of the big pay-TV providers sign on to the new technology. And the media-measurement business is full of different tests and initiatives, all shooting off in different directions.

Last week, for instance, Spanish-language powerhouse Univision announced a “video neutral” deal with media-buying agency Starcom, which is supposed to mean Univision gets credit for its stuff no matter where anyone watches it. But the announcement describing the deal doesn’t explain how Univision or Starcom will track those eyeballs.

Meanwhile, Nielsen’s rival eyeball-counter comScore recently announced that it had its own technology in place to measure mobile devices like phones and tablets. And earlier this year it announced its own “multiscreen research initiative,” where it paired up with AT&T.

But comScore isn’t tracking any traffic on connected devices, like Google TVs, Apple TVs or Microsoft Xboxes. So if any of that really is taking off, that’s yet another headache.

Shouldn’t this stuff be easier? After all, we’ve figured out how to get the video all of these places — why can’t we count it, too?

On the other hand, recall that the iPhone is still a mere five years old, and the iPad is only two. That’s a blink of an eye for the measurement guys, who move deliberately because there’s billions of ad dollars at stake, no matter what they do. But they may still have to speed things up.

*Or, theoretically, on another tablet.

(Image courtesy of Shutterstock/Liewluck)

If you love a celebrity getting all self-righteous on the world, especially the tech world, then here’s a big plate of Richard Dreyfuss for you.

He tsk-tsks all over the stage in this video of highlights from the 16th Annual Webby Awards, which took place last night in New York.

That includes calling out Facebook’s Mark Zuckerberg and Google’s “Eric” Brin — which I am assuming is a mutant mash-up of Executive Chairman Eric Schmidt and co-founder Sergey Brin — for some sort of clickety-click-clack Internet crimes against humanity.

Thankfully, there is a very lovely tribute to Apple legend Steve Jobs at the end that includes President Barack Obama.

Enjoy:

The company is the latest start-up to go after the content-sharing craze, fueled by Pinterest, which allows its members to “pin” images, videos and other objects to their pinboard.

In the same way, StyleSaint allows users to publish and share digital collages of clothing and apparel and to create “tear sheets,” using industry lingo. The collages are formed by pulling together photos and stories from around the Web.

What sets StyleStaint apart from Pinterest and other pure-play content-sharing sites is that this fall it will start designing and manufacturing its very own apparel brand based on the user-generated collections.

StyleSaint officially launched today at TechCrunch Disrupt in New York, but AllThingsD has the details on its funding round, which closed last year.

The company was founded by Allison Beal, who says she’s been obsessed with making “tear sheets” and “style books” since the age of 13. The other co-founders are CEO Brian Garrett, a veteran entrepreneur in the Los Angeles area, and Brian Weitman, who will be the company’s manufacturing partner and is the CEO of STC/QST and president of WTS Los Angeles, which produces Mary-Kate and Ashley Olsen’s runway collection among other clothing lines.

Since Pinterest hit it big, raising $100 million at a $1.5 billion valuation, other sites have conveniently been claiming that they are like Pinterest but with an e-commerce twist.

Pinterest doesn’t actually sell anything directly to consumers, but it is widely known for driving major traffic to e-commerce sites. Other sites like OpenSky are trying to create the same sense of community by selling items that are sourced and shared by celebrities and other experts who add an editorial and recommendation-driven component to the site.

Joining StyleSaint’s advisory board is Brian Lee, founder of ShoeDazzle; Kate Ciepluch, former creative director of Shopbop; Irene Au, Google’s head of global design; Jimmy Yaffe, co-CEO of Fuel M+C; Brett Brewer, co-founder of Intermix Media; and Soraya Darabi, co-founder of Foodspotting.

Here’s a glimpse into the company’s style via its promo video:

The consortium includes Comcast Corp., Time Warner Cable Inc., Cablevision Systems Corp., Bright House Networks LLC and Cox Communications Inc. Consumers will be able to access more than 50,000 Wi-Fi hot spots in the New York area, Los Angeles, Tampa, Orlando and Philadelphia. Most of the operators offer the service only as a perk to current broadband subscribers — but Time Warner Cable has offered a pay-as-you-go option for non-customers as well.

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At least that’s the arc their employers at Discovery Communications have planned for them.

The cable heavyweight has watched the pair progress from bloggers on its “How Stuff Works” site to a duo whose twice-weekly “Stuff You Should Know” audio shows generate more than a million downloads a week.

Now it’s trying to transform them into on-camera talent, by giving them their own series on its Science Channel. And if that works, it wants to repeat the process with other digital natives.

“I think it’s a template,” says Conal Byrne, who oversees editorial operations for Discovery’s digital properties. “We can do more of this.”

Discovery isn’t the only cable network trying to mount TV shows on the backs of popular podcasts. Next month, IFC will start airing “Comedy Bang Bang,” a sketch series based on the (great) weekly improv show of the same name, hosted by writer and actor Scott Aukerman. Next year, the network will do the same thing with Marc Maron, a veteran comedian who revived his career by  interviewing other comedians in his garage.

Those shows revolve around professional entertainers who have been at it for a long time. Clark and Bryant, meanwhile, are writers who can carry on an entertaining conversation. Their podcasts work — the show makes consistent appearances on iTunes’ Top 10 podcast rankings — because they’ve got a gift for turning arcana into an hour of laconic banter. (Recent topics: What Interpol actually does; why your body odor is so unpleasant.)

But they’ve only spent a few minutes in front of the camera, mostly for a couple dozen short clips they shot for Science in the last year or so.

“We started out being terrified by TV,” says Clark. “If you go back and watch our first cable appearance, it’s hilarious. I hadn’t been that scared before in my entire life, and you can see it. I was looking off camera all the time. Chuck was rocking back and forth.”

Adds Bryant: “We’re both really comfortable in that podcast booth, with no windows and no one watching.”

Discovery isn’t rushing them. It has only committed to making 10 30-minute episodes, which are in preproduction now and slated to run early in 2013.

The network won’t talk about the money it’s spending on the project, but based on the pilot it created earlier this year, they won’t be drowning it in cash. The concept is pretty straightforward — the two guys tape a podcast, just like they always do, and the camera goes behind the scenes to illustrate its “fictional life.”

The risk is that what makes podcasts work in general — that sense of conversational intimacy  – will go away. But everyone involved seems aware of that pitfall, and insist they’ll avoid it by making a new show, not a video version of the old one.

“I think one of the mistakes that people do is that they try a television show out of something that exists online, and we never wanted to do that with Chuck and Josh,” says Debbie Myers, Science Channel’s general manager. Discovery wouldn’t provide an embeddable clip of the pilot, but you can get a sense of what they’re up to with some of the interstitials they’ve already shown on Science (see below).

The notion of taking someone who’s popular on the Web and trying to turn them into “real” media stars isn’t new. But while we’ve been talking about the idea since the mid 90s, we still don’t have that many examples. And it’s even rarer for big media conglomerates to harvest their own digital talent — usually because they don’t have much on hand to begin with.

But Discovery plans to keep Clark and Bryant generating podcasts twice a week, even as they start producing TV. For starters, Discovery is hoping that they’re able to bring some of the 500,000-plus fans who listen to the podcasts over to the new shows. Even adding 20 percent of that fan base would be a big deal for Science.

And finding talent that can work on multiple platforms is part of the reason Discovery plunked down some $30 million for Revision 3, the Web network/studio.

I’m not sure the gut-busting dudes from “Epic Meal Time” are going to be on a Discovery channel anytime soon. But if they do, they’ll already be working for the network.

As AllThingsD reported several days ago they would, Yahoo and Alibaba Group have finally reached an agreement for the Silicon Valley Internet giant to sell back half its stake in the Chinese Web company in a $7 billion deal.

The taxable shares sale agreement, which is now being approved by both boards, is part of a larger and more complex arrangement, which will also include a multibillion-dollar stock buyback by Yahoo and an eventual IPO of Alibaba.

And, perhaps most importantly, it will bring to an end what could be the longest running global cat fight in Internet history, in which the long-time partners have bickered over the terms of their relationship for years now.

It has mostly been over how they could get to the transaction they should be announcing later tonight (or morning in Hong Kong, which it is there now). While it could fall apart at the last minute, that is highly unlikely at this point.

(Update: The Yahoo board has approved the deal unanimously, said sources, so it is done done.)

(Update 2: Yahoo and Alibaba both confirmed the deal in a joint press release, which is below.)

Thus, after many failed attempts to strike a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed, the pair have finally settled on a taxable deal, which could net Yahoo upwards of $4 billion.

The transaction values Alibaba at $35 billion and is subject to a number of funding issues that could change the value of the deal.

But here is the overall situation, as I previously reported:

Yahoo is set to sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for just $1 billion in 2005 — the company will use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while, so this could help boost shares significantly.

A shareholder dividend is also being considered by the Yahoo board, but it is unlikely. It’s also not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is also unlikely.

As part of the deal, sources said, medium-term incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

Although there are no plans to go public as yet, the IPO incentive revolves around several terms, including the right to buy back half the remaining stake, which expires in December of 2015. As I previously reported, Yahoo will be required to sell back half of the 20 percent remaining stake upon IPO and the other half after that if Alibaba goes public in the time frame agreed to.

Lastly, the Alibaba voting rights for both Yahoo and SoftBank are much diminished in the new deal, according to sources, to under 50 percent.

Translation: Alibaba CEO Jack Ma is now in the driver’s seat completely.

Once close, the pair have been wrangling over the large Yahoo ownership, which Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

That included a nasty back-and-forth over its Alipay unit with now-fired CEO Carol Bartz, threats of takeover of Yahoo with private equity firms and, more recently, making friendly with its just-ousted CEO, Scott Thompson.

Those talks with him in recent weeks, which included a visit to China by Thompson, led to the new deal, which was negotiated primarily between Yahoo’s CFO Tim Morse and legal head Mike Callahan and Ma and Alibaba’s Joe Tsai.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who is now voting on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo.

The final decision to approve the deal was in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It met to decide on the deal this weekend.

While the deal with Alibaba is finally nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo! Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

New interim CEO Ross Levinsohn has not been involved in the Alibaba deal in any significant way. But he certainly will benefit from its halo effect, if approved, especially given that it will likely boost Yahoo shares.

It also puts Yahoo in a unique situation, in which it must sink or swim more largely based on the value of its troubled core business.

That could mean a lot of things, including the eventual sale of the company, whose most lucrative asset recently — its Alibaba holding — will matter much less.

As soon as I get the press release, I will post it here, but no one is commenting, despite the inevitable happy ending to this long-running story.

And here’s the press release, finally:

Yahoo! and Alibaba Reach Agreement on Comprehensive Plan for Alibaba Stake Agreement Realizes Significant Value, Immediate Liquidity and Path to Future Monetization

Yahoo! Board Increases Share Repurchase Plan by US$5 Billion

May 20, 2012 — Sunnyvale, California and Hangzhou, China – Yahoo! Inc. (NASDAQ: YHOO) and Alibaba Group Holding Limited today announced they have entered into a definitive agreement for a staged and comprehensive value realization plan for Yahoo!’s stake in Alibaba.

The first step is the repurchase by Alibaba of up to one-half of Yahoo!’s stake, or approximately 20% of Alibaba’s fully-diluted shares. The purchase price will be based on a valuation of Alibaba to be established through equity financings that Alibaba intends to undertake to finance the transaction, subject to a floor valuation of approximately US$35 billion. The agreement includes substantial financial incentives for Alibaba to raise the additional equity at a valuation higher than US$35 billion. At the minimum price and assuming the initial repurchase of the full 20% stake, Yahoo! would receive from Alibaba consideration of approximately US$7.1 billion, composed of at least US$6.3 billion in cash proceeds and up to US$800 million in newly-issued Alibaba preferred stock.

The agreement also establishes a framework for Yahoo! to monetize its remaining interest in Alibaba in stages. First, at the time of an initial public offering (IPO) of Alibaba in the future, Alibaba will be required either to repurchase one-quarter of Yahoo!’s current stake at the IPO price or allow Yahoo! to sell those shares in the IPO. Second, following such an IPO, Yahoo! has registration rights and rights to marketing support from Alibaba to enable Yahoo! to dispose of its remaining shares, at times of Yahoo!’s choosing following a customary lock-up period.

This agreement is a result of extensive discussions between the two parties and a comprehensive review of both taxable and tax-efficient alternatives. Yahoo! and Alibaba believe this agreement to be the best path to align incentives and maximize value for shareholders of both companies and it paves the way for Alibaba to achieve future public market liquidity for all of Alibaba’s shareholders. For Yahoo!, the agreement provides for a staged exit over time, balancing near-term liquidity and return of cash to shareholders with the opportunity to participate in future value appreciation of Alibaba.

“Today’s agreement provides clarity for our shareholders on a substantial component of Yahoo!’s value and reaffirms the significance of our relationship with Alibaba,” said Ross Levinsohn, Interim CEO of Yahoo!. “We look forward to continued collaboration with the Alibaba team on business initiatives as we explore joint opportunities for growth and benefit from Alibaba’s future. I want to thank Jack Ma, Joe Tsai and the Alibaba team, as well as Tim Morse, Michael Callahan and our Yahoo! team for their dedication in achieving this successful outcome.”

“This transaction opens a new chapter in our relationship with Yahoo!,” said Jack Ma, Chairman and Chief Executive Officer of Alibaba Group. “I look forward to working with Ross Levinsohn and the Yahoo! team as Alibaba builds China’s leading e-commerce company. Yahoo!’s global audience reach will provide attractive partnership opportunities for Alibaba to explore markets outside of China. The transaction will establish a balanced ownership structure that enables Alibaba to take our business to the next level as a public company in the future.”

“We look forward to delivering the proceeds of the near-term transaction to our shareholders, and to the further enhancement of value and the additional monetization in the future that this agreement enables,” said Timothy R. Morse, Executive Vice President and Chief Financial Officer of Yahoo!.

In addition to the share repurchase, the companies have also agreed to amend their existing technology and intellectual property licensing agreement. Among other things, this amendment will result in Yahoo! granting Alibaba a transitional license to continue to operate Yahoo! China under the Yahoo! brand for up to four years, while restrictions on Yahoo!’s ability to make other investments in China will be terminated. Alibaba will make an upfront lump sum royalty payment of US$550 million to Yahoo! and continuing royalty payments for up to four years. In addition, Alibaba will license certain patents to Yahoo!. Upon closing of the repurchase transaction, the Alibaba shareholders’ agreement will be amended so that the parties’ respective rights will be commensurate with the parties’ post-closing level of ownership in Alibaba. Yahoo! will continue to be represented on Alibaba’s board of directors with the right to appoint one of four existing directors.

Yahoo! intends to return substantially all of the after-tax cash proceeds to shareholders following the closing of the transaction. While the form of the return of capital to shareholders has not yet been finalized, Yahoo!’s board has increased Yahoo!’s share buyback authorization by US $5 billion concurrently with this transaction.

The transaction is subject to customary closing conditions. Alibaba will be required to close the repurchase with respect to at least one-quarter of Yahoo!’s current stake in Alibaba regardless of the amount of financing raised, and up to one-half of Yahoo!’s current stake if it obtains the requisite financing. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction is expected to close within approximately six months.

UBS Investment Bank acted as lead financial advisor to Yahoo! and Allen & Company LLC and Goldman Sachs & Co. also served as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead legal counsel to Yahoo! and Weil, Gotshal & Manges LLP also acted as legal counsel. Munger, Tolles, & Olson LLP acted as legal counsel to the Yahoo! Board of Directors. Credit Suisse acted as lead financial advisor to Alibaba and Wachtell, Lipton, Rosen & Katz acted as lead legal counsel to Alibaba. Freshfields Bruckhaus Deringer LLP acted as counsel to Alibaba on certain financing and Hong Kong legal matters and Fenwick & West LLP acted as counsel to Alibaba on intellectual property matters.

But here it is: See, Andy Samberg and Chris Parnell are older, healthier, and they go to Broadway shows, not movie matinees. But they’re still rapping about Rachel McAdams.

The best line, of course, is Samberg’s shout-out to Google — a reminder that he’s still waiting for a “fxxxing YouTube check” for the first “Lazy Sunday,” which NBC doesn’t allow on the video site anymore.

But Samberg’s other viral videos are all proudly displayed on a YouTube channel. And while the clip helped build YouTube into a powerhouse that sold to Google for $1.6 billion, it also helped revive SNL and build Samberg’s career. So everybody did just fine.

And here’s the original (which on NBC’s SNL page, at least, came bundled with an ad for… “Sister Act”).