Insiders indicate deal may include search engine's Japanese division

SAN FRANCISCO / NEW YORK - Yahoo! Inc is considering cutting its 40 percent stake in Alibaba Group Holding Ltd to about 15 percent, two people briefed on the matter said.

The deal, which may let Alibaba repurchase the stake in a tax-free manner, values the Asian assets at about $14 a Yahoo share, or more than $17 billion, one of the people said. Yahoo also would sell its stake in Yahoo Japan Corp in the deal, this person said.

Alibaba stepped up efforts to buy back the stake after the September ouster of Yahoo Chief Executive Officer Carol Bartz, who had opposed a sale.

Yahoo, buffeted by user attrition and search-market share losses to Google Inc, is also considering proposals by private-equity firms seeking to buy minority stakes.

"Yahoo is probably more determined to find a solution to this," said Paul Wuh, head of Internet research at Samsung Securities Co in Hong Kong. "They obviously changed their CEO, which makes it a bit easier now."

Yahoo acquired its stake in Alibaba, based in Hangzhou, Zhejiang province, for about $1 billion in 2005. Alibaba Group is China's biggest e-commerce company.

Tax-free structure

Dana Lengkeek, a spokeswoman for Sunnyvale, California-based Yahoo, and Alibaba spokesman John Spelich both declined to comment.

The transaction has a complicated structure and may take several weeks to complete, a person with knowledge of the matter said. Alibaba and Softbank Corp, the co-owner of Yahoo Japan, are seeking to repurchase stakes held by Yahoo without triggering taxes associated with the gains on the investments.

To help do that, Alibaba and Softbank each would create a standalone entity, investing cash and operating assets in each, another person said. Yahoo would then exchange its stake in Yahoo Japan and most of its stake in Alibaba for those new entities, this person said. Yahoo would retain 15 percent of Alibaba, this person said.

'Putting pressure'

"Both Alibaba and Softbank are putting pressure on the company to find a solution," said Samsung's Wuh.

Fumihiro Ito, a spokesman for Tokyo-based Softbank, declined to comment.

Yahoo has also considered offers for a minority stake from bidders including TPG Capital and a group led by Silver Lake, people familiar with the matter have said. Silver Lake's bid valued Yahoo at about $16.60 a share, these people said. TPG Capital's offer was higher, they said.

Yahoo investors, including Di Zhou, a Santa Fe, New Mexico-based analyst at Thornburg Investment Management, have said they would prefer that the company be sold in its entirety, at a higher price.

In September, Temasek Holdings Pte, Silver Lake and DST Global were among investors that acquired closely held Alibaba Group shares in a transaction that valued the Chinese Internet company at $32 billion, people familiar with the deal said at the time.

Alibaba Group is considering a loan of about $4 billion from a group of banks including Credit Suisse Group AG, DBS Bank Ltd and Deutsche Bank AG, a person familiar with the matter said this month.

The New York Times previously reported that Yahoo is considering reducing its stake in Alibaba in a tax-free deal valued at about $17 billion.

Bloomberg News