Why did Youku and Tudou merge?

Question 1: What happened to the Youku Tudou merger? 40 minutes Tencent Technology News (Yuegu) reported in March 12. This afternoon, Youku (NYSE: YOKU) Tudou (NASDAQ: TUDO) announced the formal merger by way of 100% share exchange.

After the merger, Youku shareholders and American Depositary Receipts holders will own about 765,438+0.5% of the shares of the new company, and Tudou shareholders and American Depositary Receipts holders will own about 28.5% of the 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 be traded on the new york Stock Exchange under the code YOKU.

According to the terms of the agreement, from the effective date of the merger, all issued and circulated Class A 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 advertisement will be delisted and converted into Youku advertisement 1.595 shares. Tudou ADS is equivalent to 4 shares of potato class b common stock, and youku ADS is equivalent to 18 shares of youku class a common stock.

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 the video business of Youku Tudou. This strategic merger has been approved by the boards of directors of the two companies, but the completion of the merger still depends on the usual trading conditions, including the approval of shareholders of Youku and Tudou. Shareholders' representatives of the respective boards of directors of both parties promised to support the merger. The merger is expected to be completed in the third quarter of 20 12.

It is reported that Goldman Sachs (Asia) Limited and Allen &; Pany LLC and Huaxing Capital, as financial advisers of Youku, Allen &; Co. is a first-line investment bank in the United States, and participated in the acquisition of Yahoo and the listing of Facebook. Huaxing Capital is the top investment bank in China, ranking first in the industry for three consecutive years, with an annual transaction volume of nearly $3 billion. In April of 20/kloc-0, JD.COM Mall raised $0.5 billion in Series C financing. The editor of Tencent Technology contacted Bao Fan (Weibo), Chairman and CEO of Huaxing Capital, who was temporarily unavailable. Shida International Law Firm, Quanya Law Firm and Kangdeming Law Firm are legal advisers of Youku in this transaction. Morgan Stanley Asia Nail Company is the chief financial advisor of Tudou, and Credit Suisse Securities is the joint financial advisor of Tudou. Yi Kai International Law Firm, Fangda Law Firm and Maipuda Law Firm are legal advisers for this potato transaction.

Question 2: Why did Tudou and Youku merge? Faced with the fierce situation of Baidu Qiyi.com, with the exclusive advantage of high-definition video and powerful Baidu as the backing, they occupied many domestic users.

Therefore, the two largest video websites in China merged to achieve a win-win situation. On the one hand, it can reduce unnecessary capital investment and achieve more comprehensive development, on the other hand, it can raise funds.

I predict that Youku will develop in the direction of high-definition video websites (competing 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 websites are needed, but the two websites will cooperate with each other), so why not earn advertising fees from the two websites?

Youku and Tudou * * * both announced that they had signed the final agreement on March 1 1, and Youku and Tudou will merge by 100% share exchange.

Youku shares will be much more than potatoes, which also shows that potatoes will cooperate with the development of Youku. Get the leading position of domestic video websites.

After the merger, pay Youku Tudou.

Question 3: Why did the acquirer accept the merger of Youku Tudou? On April 12, Youku submitted a new F-20 document to the US Securities and Exchange Commission, revealing the possible risks of Youku's acquisition of potatoes. The two parties may not be able to complete the transaction as scheduled, and the business integration between the two parties may not be smoothly realized.

Youku said that in order to expand the scale of products and services, Youku has been considering strategic acquisitions and investing in supplementary business and assets, and establishing strategic alliances. In March this year, Youku and Tudou reached an agreement to merge in the form of 100% share swap.

Youku believes that the company's future strategic acquisitions and investment may contain uncertainties and risks, including:

1. Costs and difficulties related to integrating acquired business and managing larger-scale business;

2. Potential significant loss of goodwill;

3. High acquisition and financing costs;

4. Potential financial liabilities and intangible or hidden liabilities;

5, can not achieve the expected goals, benefits or opportunities to increase income;

6. After the board of directors approves major acquisitions or investment transactions, potential complaints or lawsuits related to their performance of duties and other responsibilities required by applicable laws;

7. Risks with different priorities in resources and management.

If the merger with Tudou cannot be completed on time, Youku's business planning and operation may be disrupted. Youku said that although the company expects to quickly complete the M&A transaction with Tudou after obtaining the approval of the shareholders of the two companies, the transaction still needs to meet certain routine conditions. Both parties may fail 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 share price. In addition, if the M&A transaction cannot be completed, the company may encounter more risks, including paying the costs related to the M&A transaction, a large number of breakup fees and the opportunity cost of the management's inability to focus on other M&A opportunities, and any benefits of M&A will not be realized.

Another risk of this transaction is whether the two parties can successfully integrate. To achieve business combination and expected income, it depends on the effective and rapid integration of the two companies' businesses. The independent operation of the two companies will bring great challenges to the company in many aspects, and Youku may not be able to complete the smooth and successful integration. In addition, the integration of acquisition business may require important management resources, which may temporarily distract the attention of 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 and system integration.

As early as before the potato went on the market, there were rumors in the market that Youku wanted to win the potato. Due to the marriage problem of the founder, Tudou missed the best opportunity to go public, so the financing amount is only one quarter of Youku's and the market value is only one third of Youku's. Compared with Youku, Tudou has less capital and a small company, and the latter is not sure to win. After Tudou went public, the equity ratio of founder Wang Wei (Weibo) was diluted to only 8.6%, and the voting right was only over a quarter. When capital forces are obsessed with doing an action, Wang Wei can't stop it.

Tudou's shareholders have acquired more promising Youku shares through stock exchange (Youku has always been the leader in China's video industry, and according to a global video industry ranking by market research company Score last year, Youku is second only to YouTube, but this ranking does not take into account dependent video stations, such as Tencent Video and Sohu Video). Youku has won a competitor who has been arguing for many years through "no bloodshed" (after all, it is not a cash transaction). But as far as the specific operation is concerned, the most obvious advantage of the merger of the two is that it can save some repeated investment in copyright transactions.

There are comments in Weibo that this is a big move to integrate the video industry, and it is 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. Admittedly, this transaction makes Youku lose a competitor, but the threat to Tencent video and Sohu video is not too great.

The latest financial report shows that Youku holds $600 million in cash and Tudou holds $654.38+$400 million. This means that after Youku is included in the potato, there will be no high proportion of cash increment, and there will be no huge audience increment. The copyright should be bought, the equipment bandwidth should be invested, and the noisy copyright war should be noisy. 20 1 1 Youku, which lost $27.3 million, added a new burden: it lost money in the same year ... >; & gt

Question 4: Both Youku and Tudou have their own accounts. Can we merge? The merger of Tudou and Youku will greatly improve the video quality and speed; However, it has also caused a big impact on the video market, even a monopoly. Watching videos in the future may not be so arbitrary. At the same time, to fight against Yuto. Com, Room 6 and Room 56 decided to merge into Room 56, and turned to the hotel industry with fast layout ... because the merger has just been announced, it is not completely done together. Company merger is not as simple as acquisition and merger, and it will take at least one or two years to complete. So we can't merge in the near future.

Question 5: Did Youku and Tudou merge? Why can't some videos Youku see 1 on Tudou? It is said that they just exchanged shares with each other, called Youku Tudou Company, and the others were done separately.

2. To download some resources of Youku client, you need to go to Tudou.

3. Download the potato client, and some resources need to be viewed on Youku.

4. It is better to download from both clients, which is much better. When watching TV series, first search whether it is on Youku or on potatoes.

-Youku Tudou, two big idiots, x-

Question 6: Didn't Youku and Tudou merge? Why do 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 didn't the two websites merge? Companies can merge, but products will not merge. See, the two websites are different products for different customer groups, which can enhance the overall competitiveness of the company.

Question 8: Tudou and Youku merged. Why are websites still separate? At present, they just exchange shares. After all, both companies are relatively large, and there will definitely be some financial and personnel adjustments. In addition, Youku focuses on long videos and potatoes play short films. It is said that some movies with potato copyright have been played on Youku. It can be seen that they are already merging. This requires a process. The structures of the two companies are being integrated, and the websites may not be merged together. They can still operate independently.

Of course, what will happen in the end is unknown to the outside world at present, and the results may be available in two months.

Question 9: Why did Tudou and Youku merge? Potatoes can't survive, so they got married. ...