After the merger, Youku shareholders and American depositary receipt holders will own approximately 765,438 0.5 shares of the new company, and Tudou shareholders and American depositary receipt holders will own approximately 28.5 shares of the new company. . The new company after the merger will be named Youku Tudou Co., Ltd., and Youku's American depositary receipts will continue to trade on the New York Stock Exchange under the symbol YOKU.
According to the terms of the agreement, from the effective date of the merger, all issued and circulating Class A ordinary shares and Class B ordinary shares of Tudou will be delisted, and each share will be converted into 7.177 Youku Class A ordinary shares. ; Tudou Advertising will be delisted and converted into 1.595 shares of Youku Advertising. Tudou ADS is equivalent to 4 Tudou Class B ordinary shares, and Youku ADS is equivalent to 18 Youku Class A ordinary shares.
It is understood that after the strategic merger is completed, Tudou will retain the independence of its brand and platform and help strengthen and improve Youku Tudou's video business. The strategic combination has been approved by the boards of directors of both companies, but completion remains subject to customary transaction conditions, including shareholder approval of Youku and Tudou. Shareholder representatives on each side's respective boards have pledged their support for the merger. The merger is expected to be completed in the third quarter of 2012.
It is reported that Goldman Sachs (Asia) Co., Ltd., Allen & Pany LLC and China Renaissance Capital serve as financial advisors to Youku. Allen & Co. is a first-tier investment bank in the United States and participated in the acquisition of Yahoo and Facebook. Book launch. China Renaissance is the top domestic investment bank, ranking first in the industry for three consecutive years. In 2011, its transaction volume was nearly US$3 billion. In April 2011, JD.COM Mall raised US$1.5 billion in Series C financing. Tencent Technology Editor contacted China Renaissance Chairman and CEO Bao Fan (Weibo), but was temporarily unavailable. Skadden Law Firm, Quanya Law Firm, and Conyers Law Firm are Youku's legal advisors in this transaction. Morgan Stanley DingTalk Asia is the chief financial advisor to Tudou, and Credit Suisse Securities is the joint financial advisor to Tudou. Yikai International Law Firm, Fangda Law Firm, and Maples Law Firm are the legal advisors for this potato transaction.
Question 2: Why did Tudou and Youku merge to face the fierce competition from Baidu Qiyi.com? With the exclusive advantage of high-definition video and the powerful Baidu as its backing, it has occupied many domestic users.
So the two largest domestic video websites merged to achieve a win-win situation. On the one hand, unnecessary capital investment can be reduced and more comprehensive development can be achieved; on the other hand, funds can be raised.
I predict that Youku will develop into a high-definition video website (to compete with Qiyi), while Tudou can specialize in video databases (such as video news, life videos, netizen videos, etc.), and use the funds together (No new website is required, but the two websites will cooperate with each other), so why not earn advertising fees from both websites?
Youku and Tudou * * * both announced that they had signed a final agreement on March 11. Youku and Tudou will merge in a 100-share exchange.
Youku’s shares will be much larger than Tudou’s, which also shows that Tudou will cooperate with Youku’s development. Obtain the leading position of domestic video websites.
After the merger, pay to Youku Tudou.
Question 3: Why did the acquirer accept the merger of Youku and Tudou? On April 12, Youku submitted a new F-20 document to the U.S. Securities and Exchange Commission, revealing the possible risks of Youku’s acquisition of Tudou. The two parties may not be able to complete the transaction as scheduled, and the business integration of the two parties may not be realized smoothly.
Youku stated that in order to expand the scale of its products and services, Youku has been considering strategic acquisitions and investments to supplement its business and assets, and to establish strategic alliances. In March this year, Youku and Tudou reached an agreement to merge in the form of a 100-share exchange.
Youku believes that the company’s future strategic acquisitions and investments may contain uncertainties and risks, including:
1. Related to integrating acquired businesses and managing larger-scale businesses Costs and difficulties;
2. Potential significant loss of goodwill;
3. High acquisition and financing costs;
4. Potential financial liabilities and intangible or Hidden liabilities;
5. Failure to achieve expected goals, benefits or opportunities to increase revenue;
6. After the board of directors approves major acquisitions or investment transactions, it is difficult to perform their duties and responsibilities with them. Potential complaints or litigation related to other responsibilities for compliance with applicable legal requirements;
7. Risks with different resources and management priorities.
If the merger with Tudou cannot be completed on time, Youku's business planning and operations may be disrupted. Youku said that although the company expects to complete the merger and acquisition transaction with Tudou quickly after obtaining the approval of shareholders of both companies, the transaction is still subject to certain general conditions. The two parties may be unable to complete the transaction as scheduled, or completely interrupt the transaction and modify the business plan, which will have a negative impact on Youku's business and ADS stock price. In addition, if this MA transaction cannot be completed, the company may encounter additional risks, including the cost of paying costs associated with the MA transaction, a large breakup fee, and the opportunity cost of management being unable to focus on other MA opportunities, and any interest in MA will be Unable to achieve.
Another risk in the deal is whether the two parties can successfully integrate. To realize the business combination and expected benefits, it depends on the effective and rapid integration of the two companies' businesses. The independent operation of the two companies will bring huge challenges to the company in many aspects, and Youku may not be able to complete a smooth and successful integration. In addition, the integration of acquired businesses may require significant management resources, which may temporarily distract the company's management and affect the company's daily operations. In particular, the company may not be able to achieve the expected benefits in terms of content library merger, sales force integration, more reasonable bandwidth structure, system integration, etc.
Long before Tudou went on the market, there were rumors in the market that Youku was going to win Tudou. Due to the founder's marital problems, Tudou missed the best time to go public, so the amount of financing was only one-quarter of Youku's, and its market value was only one-third of Youku's. Compared with Youku, Tudou has less capital and a smaller company, so the latter is afraid of being sure of success. After Tudou.com was listed, the equity ratio of founder Wang Wei (Weibo) was diluted to only 8.6, and the voting rights were only more than a quarter. When the power of capital is obsessed with making an action, Wang Wei cannot stop it.
Shareholders of Tudou obtained more promising Youku stocks through share swaps (Youku has always been the leader in China’s video industry, and according to a global video industry ranking last year by market research company Score, Youku ranked second For YouTube (but this ranking does not take into account non-independent video sites such as Tencent Video and Sohu Video), Youku won a competitor that has been debated for many years through a "bloodless" method (it is not a cash transaction after all). But in terms of specific operations, the most obvious benefit of merging the two is that it can save some repeated investment in copyright transactions.
Some comments on Weibo believe that this is a major move for integration of the video industry and a major event that can affect the video industry, but I don’t think so. The models of the two companies are almost the same, the video content is also repeated, and the audience segmentation is not obvious. It is true that this transaction leaves Youku with one less competitor, but the threat to Tencent Video and Sohu Video is not too great.
The latest financial report shows that Youku holds US$650 million in cash and Tudou holds US$654.38 billion. This means that after Youku incorporates Tudou, there will not be a high proportion of cash increase, nor will there be a huge audience increase. We still have to buy the copyrights that need to be bought, invest in the equipment bandwidth that needs to be invested, and fight about the copyright wars that need to be fought. Youku, which suffered a loss of US$27.3 million in 2011, has added new baggage: a loss in the same year...>; gt
Question 4: Youku and Tudou both have their own accounts. Can it be merged? The merger of Tudou and Youku will greatly improve the video quality and speed; however, it will also have a big impact on the video market and even create a monopoly. Watching videos may not be so random in the future. At the same time, in order to fight against Yu Dou.
com, 6-room and 56-room hotels decided to merge into 56-room hotel, turning to the hotel industry with fast layout... Because the merger has just been announced, they are not all done together. Company mergers are not as simple as acquisitions and mergers, and will take at least one or two years to complete. Therefore, it cannot be merged in the near future.
Question 5: Have Youku and Tudou merged? Why can’t I see some videos on Youku1 on Tudou? It is said that they just exchanged shares with each other and called Youku Tudou Company, and other things are still done separately.
2. To download some resources of Youku client, you need to go to Tudou.com.
3. Download the Tudou client. Some resources need to be viewed on Youku.
4. It is best to download both clients, which is much better. When watching a TV series, first search whether it is on Youku or Tudou.
-Youku Tudou Two Big Idiots x -
Question 6: Didn’t Youku and Tudou merge? Why would two websites and two companies merge? There should be no merger for the time being, and the resources of the two websites will be shared.
Question 7: Didn’t Youku and Tudou merge? Why are the two websites not merged? Companies can merge, but products don't. As you can see, the two websites are different products targeting different customer groups, which can enhance the company's overall competitiveness.
Question 8: Tudou and Youku merged. Why are the sites still separate? For now, they're just exchanging shares. After all, both companies are relatively large, so there will definitely be some financial and personnel adjustments. In addition, Youku focuses on long videos, while Tudou Ding plays short videos. It is said that some movies copyrighted by Tudou have been played on Youku. It can be seen that they are already integrating. This requires a process. The two companies' structures are being integrated and the sites will not necessarily be merged together. They can still function independently.
Of course, what will happen in the end is currently unknown to the outside world, and the results may be available in two months.
Question 9: Why did Tudou and Youku merge? Potatoes couldn't survive, so they got married...