Chinese Internet video company Tudou Holdings Limited (TUDO: Quote) late Sunday said at the annual general meeting of its shareholders, shareholders voted in favor of the proposal to authorize and approve the merger agreement by and among Chinese internet television company Youku Inc. (YOKU: Quote), Two Merger Sub Inc. and Tudou.
Based on the final tabulation, 99.7 percent of the ordinary shares of the company present in person or by proxy at the AGM voted "FOR" the resolution to authorize and approve the merger agreement, the Plan of Merger and the Merger, which was passed as a special resolution.
Youku said separately that its shareholders voted in favor of the proposal to issue Youku Class A shares as the consideration for the merger with Tudou.
Shareholders also approved the proposals to amend and restate Youku's memorandum and articles of association to reflect its name change after the closing, change of the per share voting power of Youku's class B ordinary shares from three votes for one share to four votes for one share, and change of the vote thresholds for certain matters requiring shareholder approval.
Tudou will merge with and into Two Merger Sub Inc., with Tudou continuing as the surviving entity and as a wholly owned subsidiary of Youku. The combined entity will be named "Youku Tudou Inc."
The parties expect to complete the merger as soon as practicable. When the merger is completed, Tudou will become a privately held company wholly-owned by Youku, and Tudou's American depositary shares will no longer be listed on the NASDAQ Global Market.
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by RTT Staff Writer
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