Tudou Holdings (TUDO) Gets Shareholder Approval for Merger with Youku (YOKU)

August 20, 2012 6:50 AM EDT Send to a Friend
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Tudou Holdings Limited (Nasdaq: TUDO), announced that, at the annual general meeting of the Company's shareholders (the "AGM") held earlier today, shareholders voted in favor of, among other things, the proposal to authorize and approve the previously announced merger agreement (the "Merger Agreement"), dated March 11, 2012, by and among Youku Inc. (NYSE: YOKU), Two Merger Sub Inc. and Tudou, the plan of merger attached as Annex A to the Merger Agreement, and the merger contemplated thereunder.

Based on the final tabulation, approximately 99.7% of the ordinary shares of the Company present in person or by proxy at the AGM voted "FOR" the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger, which was therefore passed as a special resolution. Over a majority of the ordinary shares of the Company present in person or by proxy at the AGM also voted "FOR" the re-election of Gary Wei Wang, Hany Nada, David M. Hand, Ted Tak-Tai Lee and Conor Chia-hung Yang, which was therefore passed as an ordinary resolution.

Completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with Youku to satisfy all other conditions precedent to the Merger set forth in the Merger Agreement. If completed, the Merger would result in the Company becoming a privately held company and a wholly owned subsidiary of Youku, and the combined entity will be named "Youku Tudou Inc." As a result of the Merger, Tudou's American depositary shares will no longer be listed on the Nasdaq Global Market.


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