Report of Foreign Issuer (6-k)
16 Outubro 2015 - 9:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2015
Commission File Number: 001-34977
YOUKU TUDOU INC.
7/F, Tower B, World Trade Center,
No. 36 North Third Ring Road, Dongcheng District,
Beijing 100029, Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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YOUKU TUDOU INC. |
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By |
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/s/ Dele Liu |
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Name |
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Dele Liu |
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Director and President |
Date: October 16, 2015
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EXHIBIT INDEX
Exhibit 99.1 Press release
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Exhibit 99.1
Youku Tudou Announces Receipt of Preliminary Nonbinding Going Private Proposal from Alibaba Group
BEIJING, China, October 16, 2015 Youku Tudou Inc. (NYSE: YOKU), a leading multi-screen entertainment and media company in China (Youku Tudou or the Company), today announced that its Board of Directors (the Board) has received a nonbinding proposal, dated October 16, 2015, from Alibaba Group Holding Limited (Alibaba) for a going private transaction in which it would acquire all of the outstanding ordinary shares of the Company, including ordinary shares represented by American depositary shares (ADSs, each representing 18 ordinary shares of the Company), that are not owned by Alibaba for US$26.60 per ADS in cash, subject to certain conditions (the Transaction). The offer price set forth in the proposal letter represents a premium of approximately 30.2% over the closing price of the ADSs as quoted by the New York Stock Exchange (the NYSE) on October 15, 2015, the last trading day prior to this announcement, and a premium of 44.5% to the volume-weighted average closing price of the ADSs as quoted by the NYSE during the last three months.
In connection with the proposal letter, certain shareholders of the Company, including Victor Koo, the Companys founder, chairman and chief executive officer, Chengwei Capital and various entities affiliated with them have entered into a Support Agreement with Alibaba, dated October 16, 2015, pursuant to which such shareholders have agreed to, among other things and solely in their capacity as shareholders of the Company, vote their shares of the Company in favor of the Transaction in accordance with the terms of the Support Agreement.
According to the proposal letter, Alibaba intends to fund the consideration payable in the Transaction with its cash on hand.
The Board has formed a special committee consisting of two independent disinterested directors, Mr. Jonathan Jia Zhu and Mr. Jixun Foo, to consider the Transaction. The special committee will retain independent legal and financial advisors to assist it in this process.
The Board cautions the Companys shareholders and others considering trading in its securities that the Board has just received the proposal letter and no decisions have been made with respect to the Companys response to the Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
About Youku Tudou Inc.
Youku Tudou Inc. (NYSE: YOKU) is a leading multi-screen entertainment and media company in China. Youku Tudou is Chinas 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 Tudous American depositary shares, each representing 18 of Youku Tudous Class A ordinary shares, are traded on the NYSE under the symbol YOKU.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, may, intend, confident, is currently reviewing, it is possible, subject to and similar statements. Youku Tudou may also make written or oral forward-looking statements in its reports filed or furnished with the U.S. Securities and Exchange Commission, including Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Youku Tudous beliefs and expectations, are forward-looking statements and are subject to change. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this press release. Potential risks and uncertainties are outlined in Youku Tudous filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of this press release, and Youku Tudou does not undertake any obligation to update any such information, except as required under applicable law.
For more information, please contact:
Ryan Cheung
Vice President, Finance
Youku Tudou Inc.
Tel: (+8610) 5890-6883
Email: ryan.cheung@youku.com
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Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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