Hurray! Announces Merger with Ku6
November 27 2009 - 7:00AM
PR Newswire (US)
BEIJING, Nov. 27 /PRNewswire-Asia/ -- Hurray! Holding Co., Ltd. (or
Hurray!) (NASDAQ:HRAY), a leader in artist development, music
production and wireless music distribution and other wireless
value-added services in China, announced today that Hurray! and the
shareholders of Ku6 Holding Limited ("Ku6"), a leading online video
portal in China have agreed to the sale of Ku6 to Hurray!, in an
all stock transaction under which all of the outstanding capital
shares of Ku6 will be sold to Hurray! and all of the outstanding
employee stock options of Ku6 will be cancelled, in exchange for an
aggregate of 723,684,204 Hurray! ordinary shares, of which
44,438,100 will be represented by American Depositary Shares of
Hurray!, each representing 100 ordinary shares of Hurray!. After
the completion of the merger, Ku6 will retain its brand name and
become a wholly-owned subsidiary of Hurray!. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050314/CNM005LOGO )
Completion of the share purchase will be subject to the condition
that the shareholders of Hurray! approve the issuance of ordinary
shares of Hurray! to the shareholders and option holders of Ku6 at
a special shareholders meeting to be convened in the near future.
The Board of Directors of Hurray! has unanimously recommended this
transaction. The transaction is expected to close in the first
quarter of 2010. Certain executive officers and selling
shareholders of Ku6 intend to enter into lock-up agreements for a
period of 180 days to two years after closing with respect to the
Hurray! shares that they will receive in the merger. Commenting on
this merger, Mr. Haibin Qu, Acting Chief Executive Officer of
Hurray! said, "We are very pleased to announce this merger with
Ku6, which we believe is one of the best online video portals in
China. The Ku6 team has built an exciting and powerful media
platform that complements Hurray!'s digital music and mobile
distribution platform. Together, we believe that we will have more
opportunities to achieve synergies going forward and we are
well-positioned to capture opportunities in the fast-growing
internet and media market in China." "This is a defining moment for
Ku6," said Mr. Shanyou Li, Chief Executive Officer of Ku6. "We are
excited to join forces with Hurray!. I am confident that with
Hurray!'s wireless complementary content, music distribution
platforms and large music user base, Ku6 can bring together the
most exciting digital content and build the leading integrated
mobile and video entertainment platform in China." About Hurray!
Holding Co., Ltd. Hurray! is a leader in artist development, music
production and offline distribution in China through its record
labels Huayi Brothers Music, Freeland Music, New Run Entertainment,
Secular Bird and Seed Music. The Company, through Fly Songs, also
organizes concerts and other music events in China. Hurray! is also
a leading online distributor of music and music-related products
such as ringtones, ringbacktones, and truetones to mobile users in
China through the full range of wireless value-added services
platforms over mobile networks and through the internet. The
Company also provides a wide range of other wireless value-added
services to mobile users in China, including games, pictures and
animation, community, and other media and entertainment services.
About Ku6 Founded in June 2006, Ku6.com is a web2.0-based online
video website and has quickly become one of the leading online
video portals in China. In June 2008, Ku6 was the first privately
held video portal to receive a License for Internet Broadcasting
Audio-Visual Programs issued by the State Administration for Radio,
Film and Television (the "SARFT"). After that, Ku6 was awarded by
CCTV, China's national broadcaster, the rights to provide VOD
services on the 2008 Beijing Olympic Games using CCTV's video
images, as the first one amongst all online video portals. Ku6
received its first round of venture funding in 2007 and second
round of venture funding in 2008, which were led by Draper Fisher
Jurvetson (DFJ) and DT Capital Partners, UMC Capital and SBI
Broadband Fund respectively. Davis Polk & Wardwell LLP acts as
legal counsel to Hurray!, Han Kun Law Offices and DLA Piper act as
legal counsel to Ku6, and Morrison & Foerster LLP acts as legal
counsel to Draper Fisher Jurvetson (DFJ) and other investors.
Forward-looking Statements This press release contains statements
of a forward-looking nature. These statements are made under the
"safe harbor" provisions of the U.S. Private Securities Litigation
Reform Act of 1995. You can identify these forward-looking
statements by terminology such as "will," "expects," "believes" and
similar statements, which include without limitation statements
regarding (A) Hurray!'s and Ku6's ability to (i) achieve synergies
and (ii) capture opportunities in the internet and media market in
China; and (B) Hurray!'s ability to (i) further enhance the
efficiency of Ku6's operations, and (ii) better leverage Ku6's
business and resources.. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated, including: the risk that this or any future merger
will not create the operational and financial results that the
management and boards of directors of Hurray! and Ku6 expect,
including in particular the possibility that this merger may not be
accretive to earnings in any future period or that Ku6 will not
continue to be able to attract users in China; the risk that
Hurray! will not be able to effectively manage Ku6 or effectively
utilize its online video portal; the risk that the popularity of
music-related wireless value-added services will not continue to
grow or that it may decrease; the risk that this and any future
merger could divert management's attention from Hurray!'s
operations, which could adversely affect its results of operations;
and the risks outlined in our filings with the Securities and
Exchange Commission, including our registration statement on Form
F-1. We do not undertake any obligation to update this
forward-looking information, except as required under applicable
law. For more information, please contact: Christina Low Investor
Relations Officer Tel: +86-10-8869-5237 Email:
http://www.newscom.com/cgi-bin/prnh/20050314/CNM005LOGODATASOURCE:
Hurray! Holding Co., Ltd. CONTACT: Christina Low, Investor
Relations Officer, +86-10-8869-5237, or
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