Simpson Thacher Represents Alibaba Group in Proposed Going Private Acquisition of Youku Tudou
11.10.15
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The Firm is representing Alibaba Group Holding Limited (NYSE: BABA), China’s largest e-commerce company, in connection with a proposed going private transaction involving Youku Tudou Inc. (NYSE: YOKU), a leading multi-screen entertainment and media company in China. Under the terms of the merger agreement, Alibaba will acquire all of the outstanding shares of Youku Tudou not already owned by it for cash consideration of US$27.60 per ADS (each ADS representing 18 ordinary shares of Youku Tudou).
Alibaba has entered into a support agreement with Youku Tudou’s Founder, Chairman and Chief Executive Officer Victor Koo, Chengwei Capital and various entities affiliated with them pursuant to which such shareholders have agreed to vote all of the ordinary shares of Youku Tudou beneficially owned by them in favor of the merger and against any competing transaction. Alibaba and the parties to the support agreement collectively beneficially own approximately 60.6% of the total voting power of the Youku Tudou shares.
The merger is expected to close in the first quarter of 2016 and is subject to customary closing conditions, including the requisite approval of the merger by the Youku Tudou shareholders.
The Simpson Thacher team leading this transaction includes Katie Sudol, Ian Ho and Wei Li (M&A); Noah Metz (Tax); Tristan Brown and Linda Barrett (Executive Compensation and Employee Benefits); and Lori E. Lesser and Michelle T. Morad (Intellectual Property).