BEIJING and SHANGHAI,
March 12, 2012 /PRNewswire-Asia/ --
Youku Inc. (NYSE: YOKU) ("Youku") and Tudou Holdings Limited
(NASDAQ: TUDO) ("Tudou") announced today that they have signed a
definitive agreement for Tudou to combine with Youku in a 100%
stock-for-stock transaction. Under the terms of the agreement, each
Class A ordinary share and Class B ordinary share of Tudou issued
and outstanding immediately prior to the effective time of the
merger will be cancelled in exchange for the right to receive 7.177
Class A ordinary shares of Youku, and each American depositary
share of Tudou ("Tudou ADSs"), each of which represents four Tudou
Class B ordinary shares, will be cancelled in exchange for the
right to receive 1.595 American depositary shares of Youku ("Youku
ADSs"), each of which represents 18 Youku Class A ordinary shares
resulting in Youku and Tudou shareholders and ADS holders owning
approximately 71.5% and 28.5% of the combined entity,
respectively, immediately upon completion of the transaction. Upon
completion, the combined entity will be named Youku Tudou Inc.
Youku's ADSs will continue to be listed on the NYSE under the
symbol "YOKU".
"We intend to lead the next phase of online video development in
China. Youku Tudou Inc. will
represent a differentiated leader in the online video market in
China with the largest user base,
most comprehensive content library, most advanced bandwidth
infrastructure and strongest monetization capability within the
sector," said Victor Koo, founder,
chairman and chief executive officer of Youku. "Youku Tudou Inc.
will have the reach and scale to bring our users high quality
content at high speeds. The combined company will have the two
leading online video brands in China: Youku and Tudou."
"Youku and Tudou share a vision for the future of online video
in China and how to deliver the
best user experience possible," said Gary
Wang, founder, chairman and chief executive officer of
Tudou. "This transaction further strengthens our market position as
Tudou brings its valuable brand, library of professional licensed
content, user generated content platform, extensive user base,
broad range of partnerships and expertise in mobile video.
Together, we believe Youku Tudou Inc. will be able to provide the
best-in-class experience for users interested in uploading,
watching and sharing videos, and to grow together with our
advertisers, and our content and industry partners."
"When the strategic combination is complete, Tudou will retain
its distinct brand identity and platform in Youku Tudou Inc.,
strengthening and complementing Youku's video business. Youku Tudou
Inc. would establish a clear and dominant leadership position in
China's online video sector and
become one of the largest Internet properties in China. This transaction would also lead to
improvement in the industry structure and the underlying economics
of the online video sector in China," said Victor
Koo. "We expect to see significant synergies across a
number of areas including leveraging licensed content over a larger
user base and realizing efficiencies in bandwidth management and
other common expenses."
The strategic combination has been approved by both companies'
boards of directors and is subject to customary closing conditions
including shareholder approvals by Youku's and Tudou's
shareholders. Shareholders of Youku and Tudou with
representatives serving on the companies' respective boards of
directors have committed to vote in favor of the strategic
combination. The combination is expected to close in the
third quarter of 2012.
Financial and Legal Advisors
Goldman Sachs (Asia) L.L.C.,
Allen & Company LLC and China Renaissance Holdings Limited
acted as financial advisers to Youku, and Skadden, Arps, Slate,
Meagher & Flom LLP, TransAsia Lawyers and Conyers Dill & Pearman acted as legal
advisers to Youku in connection with the transaction. Morgan
Stanley Asia Limited acted as the lead financial adviser and Credit
Suisse Securities (USA) LLC acted
as the co-financial advisor to Tudou in connection with this
transaction. Kirkland & Ellis LLP, Fangda Partners and
Maples and Calder acted as legal advisers to Tudou.
Teleconference and Webcast
Youku and Tudou will jointly host a conference call with the
financial community today, March 12,
2012, at 8 a.m. U.S.
Eastern Time to discuss this morning's announcement with
Youku's founder, chairman and chief executive officer, Victor Koo; Tudou's founder, chairman and chief
executive officer, Gary Wang;
Youku's senior vice president and chief financial officer, Dele
Liu; Tudou's chief financial officer, Bin Yu; Youku's senior vice
president of finance, Michael Xu;
and Youku's corporate finance director, Ryan Cheung. The conference call will be
broadcast live via the respective company's Investor Relations
website at ir.youku.com or ir.tudou.com.
Interested parties may participate in the conference call by
dialing one of the following numbers below and entering passcode
Youku# (i.e., 96858#) starting 10-15 minutes prior to the beginning
of the call.
US Toll Free Dial In: 1-866-519-4004
International Dial In: 1-718-354-1231
Mainland China Toll Free Dial In:
86-4006208038 / 86-8008190121
Hong Kong Dial In: 852-2475-0994
A replay of the call will be available by dialing 1-866-214-5335
(international 1-718-354-1232), and entering passcode 56671639#.
The replay will be available through March
19, 2012. This call will be webcast live and the replay will
be available for 12 months. Both will be available on the Investor
Relations section of Youku's corporate website at
http://ir.youku.com.
About Youku Inc.
Youku Inc. (NYSE: YOKU) is China's leading Internet television
company. Its Internet television platform enables users to search,
view and share high-quality video content quickly and easily across
multiple devices. Youku, which stands for "what's best and what's
cool" in Chinese, is the most recognized online video brand in
China. Youku's American depositary
shares, each representing 18 of Class A ordinary shares, are traded
on NYSE under the symbol "YOKU".
About Tudou Holdings Limited
Tudou Holdings Limited (Nasdaq: TUDO) is a leading Internet
video company in China providing
premium licensed content, user generated content , and original
in-house productions. Founded in 2005, Tudou was the first
UGC video sharing website launched in China. The "Tudou" brand is one of the most
recognized Internet brands in China, and the annual Tudou Video Festival has
become a signature event in the online video industry.
Safe Harbor Statement
This press release contains forward-looking statements made
under the "safe harbor" provisions of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements
can be identified by terminologies such as "may," "will,"
"expects," "anticipates," "future," "intends," "plans," "believes,"
"aims," "estimates," "confident," "likely to" and similar
statements. Among other things, the expectations with respect to
the future developments of the online video market in China and the combined company, as well as the
combined company's strategic and operational plans, contain
forward-looking statements. Forward-looking statements involve
inherent risks, uncertainties and assumptions. Risks, uncertainties
and assumptions include that various closing conditions for the
transaction between Youku and Tudou may not be satisfied or waived;
the possibility that expected benefits may not materialize as
expected; that, prior to the completion of the transaction, either
company's business may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, licensees,
other business partners or governmental entities; that the parties
may be unable to successfully implement integration strategies; and
other risks and uncertainties disclosed in Youku's and Tudou's
filings with the Securities and Exchange Commission (the
"SEC"). All information provided in this press release is
current as of the date of the press release, and neither Youku nor
Tudou undertakes to update such information, except as required
under applicable law.
Additional Information
This press release relates to the proposed merger transaction
pursuant to the terms of the Agreement and Plan of Merger, dated as
of March 11, 2012, among Youku, Tudou
and Two Merger Sub Inc., a wholly-owned subsidiary of Youku. In
connection with the proposed transaction, Youku will file with the
SEC a registration statement on Form F-4 that will include a proxy
statement of Youku and Tudou that also constitutes a prospectus of
Youku relating to the proposed transaction. Youku and
Tudou urge investors and security holders to read the proxy
statement/prospectus and any other relevant documents filed with
the SEC carefully and in their entirety when they become available,
because they will contain important information about Youku, Tudou
and the proposed transaction. Investors and security
holders may obtain the registration statement and proxy
statement/prospectus (when they become available) and other
documents filed with the SEC free of charge at the SEC's website,
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
For more information, please contact:
Ryan Cheung
Corporate Finance Director
Youku Inc.
Tel: (+8610) 5885-1881 x6090
Email: ryan.cheung@youku.com
Bin Yu
Chief Financial Officer
Tudou Holdings Limited
Tel: (+8621) 5170-2355 x6789
Email: byu@tudou.com
SOURCE Youku Inc.