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Uber Tech­nolo­gies ap­proved Soft­Bank Group’s of­fer to buy a multi­bil­lion- dol­lar stake in the ride-hail­ing com­pany, set­ting the stage for one of the largest pri­vate start-up deals ever.

The agree­ment lets Soft­Bank and other firms in­vest up to $1 bil­lion in Uber and pro­ceed with a ten­der of­fer in com­ing weeks to buy up to $9 bil­lion in shares from ex­ist­ing in­vestors. The deal could still fall through if there aren’t enough in­ter­ested sell­ers. The deal also in­cludes Uber gov­er­nance changes.

“We’ve en­tered into an agree­ment with a con­sor­tium led by Soft­Bank and Dragoneer on a po­ten­tial in­vest­ment,” Uber said in a state­ment. “We be­lieve this agree­ment is a strong vote of con­fi­dence in Uber’s long-term po­ten­tial. Upon clos­ing, it will help fuel our in­vest­ments in tech­nol­ogy and our con­tin­ued ex­pan­sion at home and abroad, while strength­en­ing our cor­po­rate gov­er­nance.”

“Af­ter a long and ar­du­ous process of sev­eral months it looks like Uber and its share­hold­ers have agreed to com­mence with a ten­der process and en­gage with Soft­Bank. By no means is our in­vest­ment de­cided. We are in­ter­ested in Uber but the fi­nal deal will de­pend on the ten­der price and a min­i­mum per­cent­age share­hold­ing for Soft­Bank,” Ra­jeev Misra, CEO of Soft­Bank In­vest­ment Ad­vi­sors and a Board Di­rec­tor of Soft­Bank Group, said.

The terms were ne­go­ti­ated for weeks, ac­cord­ing to peo­ple fa­mil­iar with the mat­ter who asked not to be iden­ti­fied talk­ing about pri­vate de­lib­er­a­tions. Uber’s board was briefed on the terms Sat­ur­day and lawyers had been work­ing to com­plete the lan­guage of the agree­ment, the peo­ple said.

As part of the deal, ven­ture cap­i­tal firm Bench­mark agreed to put its law­suit against Uber co-founder Travis Kalan­ick on hold and drop the com­plaint when Soft­Bank’s in­vest­ment and the gov­er­nance re­forms kick in, the peo­ple said. Kalan­ick is agree­ing to give Uber’s board ma­jor­ity ap­proval over the board seats he con­trols should he ever need to fill them again, the peo­ple said.

The pact gets Uber closer to clear­ing a ma­jor hur­dle as it tries to over­come a se­ries of scan­dals, lead­er­ship tur­moil and ex­ec­u­tive de­par­tures. The well-con­nected Ja­panese tech­nol­ogy com­pany could help Uber strike deals with com­peti­tors in In­dia or South­east Asia. Soft­Bank is a ma­jor in­vestor in Ola and Grab, Uber’s ri­vals in those re­gions.

Uber’s board al­ready ap­proved a slate of gov­er­nance re­forms that re­strict Kalan­ick’s role at the ride­hail­ing com­pany, in­clud­ing equal­is­ing the vot­ing power of dif­fer­ent share classes and in­creas­ing the size of the board to 17 to al­low for new in­de­pen­dent di­rec­tors.

Those changes are con­tin­gent on the Soft­Bank in­vest­ing in Uber.

Af­ter a long ne­go­ti­a­tion with Uber, Soft­Bank agreed to buy shares at a sin­gle price as long as sell­ers were barred from work­ing to­gether to push up the price. Then Kalan­ick threw a wrench in the deal, in­sist­ing that Bench­mark put a hold on its law­suit against him be­fore he would ap­prove it. Fi­nally, this week, Bench­mark re­lented af­ter Uber’s new Chief Ex­ec­u­tive Of­fi­cer Dara Khos­row­shahi and other board mem­bers urged the firm to do so, two of the peo­ple said.

Soft­Bank, along with Dragoneer In­vest­ment Group and Gen­eral At­lantic, are ex­pected to in­vest at least $1 bil­lion in Uber and pur­chase up to $9 bil­lion worth of Uber shares from ex­ist­ing in­vestors.

The ini­tial price for the ten­der of­fer may not be set for more than a week, a per­son fa­mil­iar with the mat­ter said. Soft­Bank is ex­pected to buy shares from Uber at the com­pany’s cur­rent val­u­a­tion of nearly $70 bil­lion, but the price of the sec­ondary stock sale — in which ex­ist­ing in­vestors sell — is ex­pected to be lower.

In­vestors TPG, Tiger Global, DST Global and the Chi­nese com­pany Ten­cent Hold­ings. may also buy Uber shares as part of the deal, the peo­ple said.

The trans­ac­tion may make Kalan­ick a cash bil­lion­aire if he de­cides to sell a large enough chunk of his stake in the com­pany. The deal could also be the largest pri­vate stock sale ever, and will cre­ate a host of new San Fran­cisco mil­lion­aires as early em­ploy­ees sell shares.

Soft­Bank is ex­pected to buy shares from Uber at the com­pany’s cur­rent val­u­a­tion of nearly $70 bil­lion but the price of the sec­ondary stock sale, in which ex­ist­ing in­vestors sell, is ex­pected to be lower

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