BEIJING, Feb. 5, 2016 /PRNewswire/ -- Youku Tudou Inc.
(NYSE: YOKU), a leading multi-screen entertainment and media
company in China ("Youku Tudou" or
the "Company"), today announced that it has called an extraordinary
general meeting of shareholders (the "EGM"), to be held on
March 14, 2016 at 10:00 a.m. (Hong
Kong time), at the 42nd Floor, Edinburgh Tower, The
Landmark, 15 Queen's Road, Central, Hong
Kong, to consider and vote on, among other things, the
proposal to authorize and approve the previously announced
agreement and plan of merger, dated November
6, 2016 (the "Merger Agreement"), among the Company, Ali YK
Investment Holding Limited ("Parent"), Ali YK Subsidiary Holding
Limited ("Merger Sub"), and, solely for purposes specified therein,
Alibaba Investment Limited, the plan of merger and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
company and becoming a wholly owned subsidiary of Parent (the
"Merger"). If consummated, the Merger would result in the Company
becoming a privately-held company and its American depositary
shares (the "ADSs") would no longer be listed on the New York Stock
Exchange and the ADS program would be terminated. The Company's
board of directors, acting upon the unanimous recommendation of a
special committee of the Company's board of directors composed
entirely of independent directors, recommends that the Company's
shareholders and ADS holders vote FOR, among other things, the
proposal to approve the Merger Agreement, the plan of merger and
the transactions contemplated thereby, including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on February 11, 2016 will be entitled to attend and
vote at the EGM and any adjournment thereof. The record date for
ADS holders entitled to instruct Citibank, N.A., the ADS
depositary, to vote the shares represented by the ADSs is the close
of business in New York City on
February 11, 2016. Additional
information regarding the EGM and the Merger Agreement can be found
in the transaction statement on Schedule 13E-3 and the proxy
statement attached as Exhibit (a)-(1) thereto, as amended, filed
with the U.S. Securities and Exchange Commission (the "SEC"), which
can be obtained, along with other filings containing information
about the Company, the proposed Merger and related matters, without
charge, from the SEC's website (www.sec.gov). Requests for
additional copies of the definitive proxy statement should be
directed to MacKenzie Partners, Inc., the Company's proxy
solicitor, at +1 800-3222885 (toll-free) or +1 212-929-5500.
SHAREHOLDERS AND ADS HOLDERS 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 THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company 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 our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of a proxy, 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 filings
that have been or will be made with the SEC.
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."
Safe Harbor Statement
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 the Company'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 transaction may not be
satisfied or waived; and other risks and uncertainties discussed in
documents filed with the SEC by the Company, as well as the
Schedule 13E-3 transaction statement and the proxy statement to be
filed by the Company. These forward-looking statements reflect the
Company's expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For more information, please contact:
Ryan Cheung
Vice President, Finance
Youku Tudou Inc.
Tel: (+8610) 5890-6883
Email: ryan.cheung@youku.com
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SOURCE Youku Tudou Inc.