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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