Report of Foreign Issuer (6-k)
February 05 2016 - 8:45AM
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 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2016
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 offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F 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)(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
SIGNATURE
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: |
/s/ Hugh Wu |
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Name: |
Hugh Wu |
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Title: |
Chief Financial Officer |
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Date: February 5, 2016 |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press release dated February 5, 2016 |
Exhibit 99.1
Youku Tudou Inc. Announces Extraordinary General Meeting of Shareholders
(Beijing China February 5, 2016) Youku Tudou Inc. (NYSE: YOKU), a leading multi-screen entertainment and media company in China (Youku Tudou or the Company), today announced that it has called an extraordinary general meeting of shareholders (the EGM), to be held on March 14, 2016 at 10:00 a.m. (Hong Kong time), at the 42nd Floor, Edinburgh Tower, The Landmark, 15 Queens Road, Central, Hong Kong, to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger, dated November 6, 2015 (the Merger Agreement), among the Company, Ali YK Investment Holding Limited (Parent), Ali YK Subsidiary Holding Limited (Merger Sub), and, solely for purposes specified therein, Alibaba Investment Limited, the plan of merger and the transactions contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the Merger). If consummated, the Merger would result in the Company becoming a privately-held company and its American depositary shares (the ADSs) would no longer be listed on the New York Stock Exchange and the ADS program would be terminated. The Companys board of directors, acting upon the unanimous recommendation of a special committee of the Companys board of directors composed entirely of independent directors, recommends that the Companys shareholders and ADS holders vote FOR, among other things, the proposal to approve the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger.
Shareholders of record at the close of business in the Cayman Islands on February 11, 2016 will be entitled to attend and vote at the EGM and any adjournment thereof. The record date for ADS holders entitled to instruct Citibank, N.A., the ADS depositary, to vote the shares represented by the ADSs is the close of business in New York City on February 11, 2016. Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission (the SEC), which can be obtained, along with other filings containing information about the Company, the proposed Merger and related matters, without charge, from the SECs website (www.sec.gov). Requests for additional copies of the definitive proxy statement should be directed to MacKenzie Partners, Inc., the Companys proxy solicitor, at +1 800-3222885 (toll-free) or +1 212-929-5500. SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from our shareholders with respect to the proposed Merger. Information regarding the persons who may be considered participants in the solicitation of proxies is set forth in the definitive proxy statement and Schedule 13E-3 transaction statement relating to the proposed Merger. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy statement.
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that have been or will be made with the SEC.
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 press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as if, will, expected, and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Risks, uncertainties and assumptions include: uncertainties as to how the Companys shareholders will vote at the meeting of shareholders; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. These forward-looking statements reflect the Companys expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. The Company does not undertake any obligation to update any forward-looking statement, 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
Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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