Alibaba to Acquire Youku Tudou in an All-Cash
Transaction
Alibaba Group Holding Limited (NYSE:BABA) and Youku Tudou Inc.
(NYSE:YOKU) today announced their entry into a definitive merger
agreement pursuant to which an affiliate of Alibaba Group
(“Alibaba”) will acquire Youku Tudou Inc., a leading multi-screen
entertainment and media company in China (“Youku Tudou”), in an
all-cash transaction (the “Transaction”).
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Upon completion of the Transaction, the shareholders of Youku
Tudou, other than the current investment entity controlled by
Alibaba, will have the right to receive US$27.60 per American
Depositary Share (“ADS”, each representing 18 ordinary shares of
Youku Tudou) in cash. The price represents a premium of 35.1% over
the closing price of Youku Tudou’s ADSs on October 15, 2015, one
day prior to the date that Youku Tudou announced it had received a
“going private” proposal from Alibaba, and a premium of 49.9% to
the volume-weighted average closing price of Youku Tudou’s ADSs
during the three months prior to October 15, 2015.
Youku Tudou’s board of directors (the “Youku Tudou Board”),
acting on the recommendation of an independent special committee of
the Youku Tudou Board (the “Special Committee”), unanimously
approved the merger agreement and the Transaction and recommends
that Youku Tudou’s shareholders vote to authorize and approve the
merger agreement and the Transaction.
“We believe this combination with Alibaba maximizes value for
Youku Tudou shareholders and significantly benefits our customers,
users and team,” said Victor Koo, Chairman and Chief Executive
Officer of Youku Tudou. “We are eager to work with Alibaba to grow
our multi-screen entertainment and media ecosystem. We are
confident that we will strengthen our market position and further
accelerate our growth through the integration of our advertising
and consumer businesses with Alibaba’s platform and Alipay
services. With Alibaba’s support, Youku Tudou’s future as the
leading multi-screen entertainment and media platform in China
has been firmly secured.”
The Transaction, which is expected to close in the first quarter
of 2016, is subject to customary closing conditions, including the
affirmative vote of the shares of Youku Tudou representing at least
two-thirds of the shares present and voting in person or by proxy
as a single class at an extraordinary general meeting of Youku
Tudou’s shareholders. Alibaba has entered into a support agreement
with Youku Tudou’s Founder, Chairman and Chief Executive Officer
Victor Koo, Chengwei Capital and various entities affiliated with
them pursuant to which such shareholders have agreed to, among
other things and solely in their capacity as shareholders of Youku
Tudou, vote all of the ordinary shares of Youku Tudou beneficially
owned by them in favor of the Transaction and against any competing
transaction in accordance with the terms of the support agreement.
Alibaba and the parties to the support agreement collectively
beneficially own approximately 60.6% of the total voting power of
the Youku Tudou shares.
Following the completion of the Transaction, Victor Koo will
remain as Chairman and Chief Executive Officer of Youku Tudou. If
the Transaction is completed, Youku Tudou’s ADSs will no longer be
listed on the New York Stock Exchange.
Morgan Stanley Asia Limited is acting as financial advisor to
Alibaba. Simpson Thacher & Bartlett LLP is serving as U.S.
legal advisor to Alibaba, and Fangda Partners and Walkers are
serving as PRC legal advisor and Cayman Islands legal advisor,
respectively, to Alibaba.
J.P. Morgan Securities (Asia Pacific) Limited (“J.P. Morgan”) is
acting as financial advisor to the Special Committee. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as U.S. legal
counsel to the Special Committee, and TransAsia and Conyers Dill
& Pearman are serving as PRC legal advisor and Cayman Islands
legal advisor, respectively, to the Special Committee. Kirkland
& Ellis is serving as legal advisor to J.P. Morgan.
About Alibaba Group
Alibaba Group’s mission is to make it easy to do business
anywhere. The company is the largest online and mobile commerce
company in the world in terms of gross merchandise volume. Founded
in 1999, the company provides the fundamental technology
infrastructure and marketing reach to help businesses leverage the
power of the Internet to establish an online presence and conduct
commerce with hundreds of millions of consumers and other
businesses.
Alibaba Group's major businesses include:
- Taobao Marketplace (www.taobao.com ),
China's largest online shopping destination
- Tmall.com (www.tmall.com ), China's
largest third-party platform for brands and retailers
- Juhuasuan (www.juhuasuan.com ), China's
most popular online group buying marketplace
- Alitrip (www.alitrip.com ), a leading
online travel booking platform
- AliExpress (www.aliexpress.com ), a
global online marketplace for consumers to buy directly from
China
- Alibaba.com (www.alibaba.com ), China's
largest global online wholesale platform for small businesses
- 1688.com (www.1688.com ), a leading
online wholesale marketplace in China
- AliCloud (www.alicloud.com ), a
provider of cloud computing services to businesses and
entrepreneurs
About Youku Tudou Inc.
Youku Tudou Inc. (NYSE: YOKU) is a leading multi-screen
entertainment and media company in China. Youku Tudou is China's
leading Internet television platform, enabling users to search,
view and share high-quality video content quickly and easily across
multiple devices. Its Youku brand and Tudou brand are among the
most recognized online video brands in China. Youku Tudou's
American depositary shares, each representing 18 of Youku Tudou's
Class A ordinary shares, are traded on the NYSE under the symbol
“YOKU”.
Additional Information about the Transaction
In connection with the Transaction, Youku Tudou will prepare and
mail a proxy statement that will include a copy of the merger
agreement to its shareholders. In addition, certain participants in
the Transaction will prepare and mail to Youku Tudou’s shareholders
a Schedule 13E-3 transaction statement that will include Youku
Tudou’s proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT YOUKU TUDOU, THE
PROPOSED TRANSACTION AND RELATED MATTERS. In addition to receiving
the proxy statement and Schedule 13E-3 transaction statement by
mail, Youku Tudou shareholders also will be able to obtain these
documents, as well as other filings containing information about
Youku Tudou, the proposed Transaction and related matters, without
charge, from the SEC’s website (http://www.sec.gov ) or at the
SEC’s public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. In addition, these documents can be
obtained, without charge, by contacting Youku Tudou at the
following address and/or phone number:
Youku Tudou Inc.
7/F, Tower B, World Trade Center
No. 36 North Third Ring Road, Dongcheng District
Beijing 100029
People’s Republic of China
Tel: (+8610) 5890-6883
Youku Tudou and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be “participants” in the solicitation of proxies from
Youku Tudou’s shareholders with respect to the proposed
Transaction. Information regarding the persons who may be
considered “participants” in the solicitation of proxies will be
set forth in the proxy statement and Schedule 13E-3 transaction
statement relating to the proposed Transaction when it is filed
with the SEC. Additional information regarding the interests of
such potential participants will be included in the proxy statement
and Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other
materials that may be filed or furnished with the SEC should the
proposed Transaction proceed.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as “if,” “will,” “expected,” and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how Youku Tudou’s
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that various closing conditions for the proposed Transaction may
not be satisfied or waived; and other risks and uncertainties to be
discussed in documents filed with the SEC by Youku Tudou, as well
as the Schedule 13E-3 transaction statement and the proxy statement
to be filed by Youku Tudou. These forward-looking statements
reflect expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. Neither Youku Tudou nor Alibaba, or
any of their respective affiliates, undertakes any obligation to
update any forward-looking statement, except as required under
applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20151106005326/en/
For Alibaba Group:Investor RelationsJane C.
Pennerinvestor@alibabagroup.comorAlibaba GroupRobert H. Christie,
917-860-9410bob.christie@alibaba-inc.comorFor Youku
Tudou:Investor RelationsYouku Tudou Inc.Chang You, (+8610)
5890-6883 x 8056changyou@youku.com
Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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