Youku (YOKU), Tudou (TUDO) to Merge in All-Stock Deal
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Youku Inc. (NYSE: YOKU) and Tudou Holdings Limited (Nasdaq: TUDO) have signed a definitive agreement for Tudou to combine with Youku in a 100% stock-for-stock transaction. Under the terms of the agreement, each Class A ordinary share and Class B ordinary share of Tudou issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive 7.177 Class A ordinary shares of Youku, and each American depositary share of Tudou, each of which represents four Tudou Class B ordinary shares, will be cancelled in exchange for the right to receive 1.595 American depositary shares of Youku, each of which represents 18 Youku Class A ordinary shares resulting in Youku and Tudou shareholders and ADS holders owning approximately 71.5% and 28.5% of the combined entity, respectively, immediately upon completion of the transaction. Upon completion, the combined entity will be named Youku Tudou Inc. Youku's ADSs will continue to be listed on the NYSE under the symbol "YOKU."
The strategic combination has been approved by both companies' boards of directors and is subject to customary closing conditions including shareholder approvals by Youku's and Tudou's shareholders. Shareholders of Youku and Tudou with representatives serving on the companies' respective boards of directors have committed to vote in favor of the strategic combination. The combination is expected to close in the third quarter of 2012.
Goldman Sachs (Asia) L.L.C., Allen & Company LLC and China Renaissance Holdings Limited acted as financial advisers to Youku, and Skadden, Arps, Slate, Meagher & Flom LLP, TransAsia Lawyers and Conyers Dill & Pearman acted as legal advisers to Youku in connection with the transaction. Morgan Stanley Asia Limited acted as the lead financial adviser and Credit Suisse Securities (USA) LLC acted as the co-financial advisor to Tudou in connection with this transaction. Kirkland & Ellis LLP, Fangda Partners and Maples and Calder acted as legal advisers to Tudou.
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The strategic combination has been approved by both companies' boards of directors and is subject to customary closing conditions including shareholder approvals by Youku's and Tudou's shareholders. Shareholders of Youku and Tudou with representatives serving on the companies' respective boards of directors have committed to vote in favor of the strategic combination. The combination is expected to close in the third quarter of 2012.
Goldman Sachs (Asia) L.L.C., Allen & Company LLC and China Renaissance Holdings Limited acted as financial advisers to Youku, and Skadden, Arps, Slate, Meagher & Flom LLP, TransAsia Lawyers and Conyers Dill & Pearman acted as legal advisers to Youku in connection with the transaction. Morgan Stanley Asia Limited acted as the lead financial adviser and Credit Suisse Securities (USA) LLC acted as the co-financial advisor to Tudou in connection with this transaction. Kirkland & Ellis LLP, Fangda Partners and Maples and Calder acted as legal advisers to Tudou.
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