Alibaba Group enters into merger agreement with Youku Tudou

Alibaba Group Holding Limited (NYSE: BABA) and Youku Tudou Inc. (NYSE: YOKU) said they have announced their entry into a definitive merger agreement pursuant to which an affiliate of Alibaba Group will acquire Youku Tudou Inc., a leading multi-screen entertainment and media company in China, in an all-cash transaction.

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 USD27.60 per American Depositary Share in cash. The price represents a premium of 35.1 percent over the closing price of Youku Tudou´s ADSs on October 15, 2015, one day prior to the date the company announced it had received a “going private” proposal from Alibaba, and a premium of 49.9 percent 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, acting on the recommendation of an independent special committee of the Youku Tudou board, 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.

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 US 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 is acting as financial advisor to the Special Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as US 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.

Founded in 1999, Alibaba 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.

Youku Tudou 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.