Youku Tudou Inc. and Tudou Holdings Limited Announce Completion of Merger
August 23 2012 - 3:01PM
Youku Tudou Inc. (NYSE:YOKU), (and formerly Youku Inc.) ("Youku")
and Tudou Holdings Limited (Nasdaq:TUDO) ("Tudou") today announced
the completion of the merger (the "Merger") between Tudou and Two
Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Youku,
pursuant to the agreement and plan of merger (the "Merger
Agreement"), dated March 11, 2012, by and among Youku, Tudou and
Merger Sub, and the plan of merger, dated August 23, 2012, between
Tudou and Merger Sub. As a result of the Merger, Tudou has become a
wholly owned subsidiary of Youku. Youku's name was changed from
"Youku Inc." to "Youku Tudou Inc." at the effective time of the
Merger.
Under the terms of the Merger Agreement, each Tudou Class A
ordinary share and Tudou Class B ordinary share (not including
Tudou Class B ordinary shares represented by Tudou American
depositary shares ("Tudou ADSs")) issued and outstanding
immediately prior to the effective time of the Merger has been
cancelled in exchange for the right to receive 7.177 Youku Class A
ordinary shares, and each Tudou ADS representing four Tudou Class B
ordinary shares issued and outstanding immediately prior to the
effective time of the Merger has been surrendered in exchange for
the right to receive 1.595 Youku American depositary shares, each
representing 18 Youku Class A ordinary shares.
Trading of Tudou ADSs on the Nasdaq Global Market ("NASDAQ")
will be suspended beginning on August 24, 2012. A Form 25 has been
filed with the Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of the Tudou ADSs on NASDAQ and
the deregistration of Tudou's registered securities. Tudou intends
to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by promptly filing a Form 15 with
the SEC. Tudou's obligations to file or furnish with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
About Youku Tudou Inc.
Youku Tudou 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 Youku's Class A ordinary shares, are traded on
the 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, use generated
content ("UGC") and original in-house produced content. 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. For more information,
please visit http://ir.tudou.com.
CONTACT: For more information, please contact:
Ryan Cheung
Corporate Finance Director
Youku Tudou Inc.
Tel: (+8610) 5885-1881 x6090
Email: ryan.cheung@youku.com
Michael S. Fu
Director, Investor Relations
Tudou Holdings Limited
Tel: (+8621) 5170-2355
Email: mfu@tudou.com
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