BEIJING, April 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 the completion of the merger
with Ali YK Subsidiary Holding Limited ("Merger Sub"), a wholly
owned subsidiary of Ali YK Investment Holding Limited ("Parent"),
pursuant to the previously announced agreement and plan of merger
dated November 6, 2015 (the "Merger
Agreement"), among the Company, Parent, Merger Sub and, solely for
purposes specified therein, Alibaba Investment Limited. As a result
of the merger, the Company ceased to be a publicly traded company
and became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on March 14, 2016, each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger, other than (a) Class A
ordinary shares owned by Parent, (b) ordinary shares owned by the
Company or its subsidiaries, (c) ordinary shares owned by
shareholders who have validly exercised and have not effectively
withdrawn or lost their dissenter rights under the Cayman Islands
Companies Law, and (d) ordinary shares reserved (but not yet
allocated) by the Company (including ordinary shares held by
Citibank, N.A. in its capacity as ADS depositary) for issuance and
allocation upon the exercise of any option or restricted share unit
issued under the Company's share incentive plans (ordinary shares
described under (a) through (d) above are collectively referred to
herein as the "Excluded Shares"), was cancelled and ceased to exist
in exchange for the right to receive one eighteenth of US$27.60 in
cash per share without interest, and each American depositary share
("ADS", each representing eighteen Class A ordinary shares) issued
and outstanding immediately prior to the effective time of the
merger (other than any ADS that represents Excluded Shares)
represents the right to receive $27.60 in cash per ADS without
interest (less a cancellation fee of up to $5.00 per 100 ADSs (or
any fraction thereof)), in each case, net of any applicable
withholding taxes.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. As to ADS holders
entitled to the merger consideration, payment of the merger
consideration will be made to ADS holders promptly after Citibank,
N.A., the Company's ADS depositary, receives the merger
consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended.
The Company requested NYSE to file a Form 25 with the U.S.
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on NYSE and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC. The
Company's obligation to file 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 terminate
once the deregistration becomes effective.
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.
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. 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:
For Alibaba:
Jane C. Penner
investor@alibabagroup.com
Robert H. Christie
Alibaba Group
+1 917 860 9410
bob.christie@alibaba-inc.com
For Youku Tudou:
Chang You
Investor Relations
Youku Tudou Inc.
Tel: (+8610) 5890-6883
Email: changyou@youku.com
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SOURCE Youku Tudou Inc.