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Youku Tudou Receives “Going Private” Proposal

BEIJING/PRNewswire/ -- 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 Company's 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 Company's 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 Company's 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.

Source: Youku Tudou