Tudou Holdings (NASDAQ:TUDO)

SHANGHAI, China, Aug. 19, 2012 (GLOBE NEWSWIRE) -- Tudou Holdings Limited ("Tudou" or the "Company") (Nasdaq:TUDO), a leading Internet video company in China, today announced that, at the annual general meeting of the Company's shareholders (the "AGM") held earlier today, shareholders voted in favor of, among other things, the proposal to authorize and approve the previously announced merger agreement (the "Merger Agreement"), dated March 11, 2012, by and among Youku Inc. ("Youku") (NYSE:YOKU), Two Merger Sub Inc. and Tudou, the plan of merger attached as Annex A to the Merger Agreement (the "Plan of Merger"), and the merger contemplated thereunder (the "Merger"). Based on the final tabulation, approximately 99.7% 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 therefore passed as a special resolution. Over a majority of the ordinary shares of the Company present in person or by proxy at the AGM also voted "FOR" the re-election of Gary Wei Wang, Hany Nada, David M. Hand, Ted Tak-Tai Lee and Conor Chia-hung Yang, which was therefore passed as an ordinary resolution.

Completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with Youku to satisfy all other conditions precedent to the Merger set forth in the Merger Agreement. If completed, the Merger would result in the Company becoming a privately held company and a wholly owned subsidiary of Youku, and the combined entity will be named "Youku Tudou Inc." As a result of the Merger, Tudou's American depositary shares will no longer be listed on the Nasdaq Global Market.

Second Quarter 2012 Revenue Highlights

• Net revenues increased to RMB171.9 million (US$27.1 million), up 47.3% year-over-year.
• Online advertising service revenues increased to RMB150.7 million (US$23.7 million), up 47.4% year-over-year.
• Mobile video service revenues increased to RMB16.7 million (US$2.6 million), up 50.6% year-over-year.
• Other (sub-licensing) revenues increased to RMB4.5 million (US$0.7 million), up 34.2% year-over-year.

In July 2012, Tudou announced it will hold its 2012 annual general meeting of shareholders on the 18th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, August 20, 2012 at 10:00 a.m. (Hong Kong time), to consider and vote on, among other things, the proposal to approve the pending merger with Youku announced on March 11, 2012. The notice of the annual general meeting of shareholders and joint proxy statement can be obtained from the Company's investor relations website (http://ir.tudou.com) and the Company's filings with the Securities and Exchange Commission (http://www.sec.gov).

In July 2012, Tudou announced that Ms. Evelyn Wang tendered resignation from her position as Chief Operating Officer due to personal reasons. Ms. Wang will continue to assist the Company throughout the ongoing merger process with Youku, which remains on track to close during the third quarter of 2012, subject to closing conditions including approvals by Youku's and Tudou's shareholders.

In June 2012, Tudou held the awards ceremony for the 2012 Tudou Video Festival in Chengde,China. This was Tudou's 5th annual video festival and was co-hosted with the China Film Group Corporation, the largest film enterprise in China. With the slogan Be Creative and Live, this year's festival attracted over 15,000 video submissions, including submissions from a talented group of 200 video finalists that competed for 15 grand prizes. Over 1,500 producers, directors, writers, studio representatives and advertisers attended the event in anticipation of the opportunity to work with the creators of the winning submissions.

SHANGHAI, China, June 4, 2012 (GLOBE NEWSWIRE) -- Tudou Holdings Limited (Nasdaq:TUDO) ("Tudou" or the "Company"), a leading Internet video company in China, announced that the Company held the awards ceremony for the 2012 Tudou Video Festival on June 2, 2012 in Chengde, China. This is the 5th annual video festival co-hosted by Tudou and the China Film Group Corporation ("China Film Group"), the largest film enterprise in China.   

With the slogan Be Creative and Live, this year's festival attracted over 15,000 video submissions, with a talented group of 200 video finalists vying for 15 grand prizes. In attendance were over 1,500 producers, directors, writers, studio representatives and advertisers hotly anticipating the opportunity to be involved with the creators of the winning submissions. For studio representatives and advertisers, this gives them an early lead in working with and sponsoring emerging new talents in the Chinese video industry. As an example, this year's event attracted 40 various investment opportunities, with six deals being signed worth more than RMB 10 million. The enthusiasm surrounding the Tudou Video Festival continues to demonstrate Tudou's strong reputation amongst China's next generation of independent film and video producers as well as sponsors looking to leverage these aspiring artists' creative capabilities. 

The Sundance Festival, the Tudou Video Festival's foreign partner, was represented by Landon Zakhein, who presented the "Independent Spirit Award." In addition, Gary Wang was joined by Victor Koo, CEO of Youku Inc. (NYSE:YOKU), in awarding the "Youth Role Model Prize" to the Chopstick Brothers. This award was in recognition of the major contributions the two have made in generating increased interest and development for high-quality, short-form videos throughout China. 

"After years of hard work, the Tudou Video Festival has built itself into a signature industry event for showcasing the video creations of China's young, aspiring independent video producers and artists. Tudou will continue working with China's community of aspiring artists and helping develop the next generation of film stars," stated Gary Wang, Founder, Chairman and Chief Executive Officer of Tudou. "We plan to continue leveraging this platform as a conduit between both Internet video producers as well as brands from both China and around the world. We believe that the Tudou Video Festival as well as Tudou's other artist-centric initiatives will continue to boost Tudou's influence and appeal amongst China's video enthusiasts, further expanding our unique and creative video content, while also growing our user base and interaction."

In addition, representatives from Tudou, Youku, and the China Film Group, announced the "Chengde Protocol."  This announcement calls for increased diligence on the part of the media industry and audiences alike, to further safeguard copyrights, eliminate piracy and protect the common interest of the entertainment industry. 

First Quarter 2012 Results

• Net revenues increased to RMB140.3 million (US$22.3 million), up 76.7% year-over-year, exceeding management's prior guidance of 70% to 75% year-over-year growth.
• Online advertising service revenues increased to RMB114.6 million (US$18.2 million), up 63.3% year-over-year.
• Mobile video services revenues increased to RMB13.6 million (US$2.2 million), up 53.4% year-over-year.
• Other (sub-licensing) revenues increased to RMB12.1 million (US$1.9 million) compared to RMB0.3 million in the corresponding period in 2011.
• Adjusted net loss for the first quarter of 2012, which excluded share-based compensation expenses, was RMB124.2 million (US$19.7 million), compared to an adjusted net loss of RMB59.0 million in the corresponding period in 2011, which excluded share-based compensation expenses and fair value changes in warrant liabilities.

Recent Developments

In April 2012, Tudou announced a joint collaboration with China Central Television Sports & Entertainment Ltd. ("CCTV"), China's state television broadcaster and the exclusive broadcaster for the London 2012 Olympic Games (the "Olympics") in China. Together, Tudou and CCTV will broadcast 361° London Action ("London Action"), CCTV's first theme-based program focused on the Olympics. In addition to providing exclusive access to London Action, Tudou will enhance its users' experience by allowing them to interact, comment and share content with other users.

In March 2012, Youku Inc. (NYSE:YOKU) ("Youku") and the Company announced that they had signed a definitive agreement for Tudou to combine with Youku in a 100% stock-for-stock transaction. Under the agreement, each Class A ordinary share and each Class B ordinary share of Tudou issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive 7.177 Class A ordinary shares of Youku, and each American depositary share of Tudou ("Tudou ADSs"), each of which represents four Tudou Class B ordinary shares, will be cancelled in exchange for the right to receive 1.595 American depositary shares of Youku ("Youku ADSs"), each of which represents 18 Youku Class A ordinary shares. The combination will result in Youku and Tudou shareholders and ADS holders owning approximately 71.5% and 28.5% of the combined entity, respectively, immediately upon completion of the transaction. Upon completion, the combined entity will be named Youku Tudou Inc. Youku's ADSs will continue to be listed on the NYSE under the symbol "YOKU".

The combination has been approved by both companies' boards of directors and is subject to customary closing conditions, including approvals by Youku and Tudou shareholders.  Shareholders of Youku and Tudou with representatives serving on the companies' respective boards of directors have committed to vote in favor of the combination.  The combination is expected to close in the third quarter of 2012.    

Fourth Quarter 2011 Highlights

• Net revenues were RMB 166.5 million (US $26.5 million) up 69.7% year-over-year, exceeding management's prior guidance of 55% to 60% year-over year.
• Online advertising service revenues were RMB 144.6 million (US $23.0 million) up 60.1% year-over-year.
• Mobile video service revenues were RMB 21.7 million (US $3.5 million) up 183.4% year-over-year.

Business Outlook

For the first quarter of 2012, the Company expects year-over-year growth in net revenues of 70% to 75%. This forecast reflects the Company's current and preliminary view, which is subject to change.

SHANGHAI, February 22, 2012 /PRNewswire-Asia/ -- Tudou Holdings Limited (NASDAQ: TUDO) ("Tudou" or the "Company"), a leading Internet video company in China, today announced that it has reached 227 million monthly unique visitors in December 2011, according to iResearch Consulting Group ("iResearch"). Furthermore, monthly unique visitors including multiple users accessing from home, office, Internet cafes and overseas, has exceeded 300 million unique visitors in December 2011, according to the Company's internal statistics. This represents a significant milestone in the Company's history.

In addition, the Company has reached 5.2 billion monthly video views in December 2011, representing an approximately 100% increase year-over-year compared to 2.6 billion monthly video views in December 2010, according to the Company's internal statistics.

Furthermore, Tudou is currently the most popular video sharing platform used on Sina Weibo. Among all video views on Sina Weibo in December 2011, approximately 41%, or 180 million video views for the month, were from Tudou, according to comScore, Inc. In February 2012, the Company announced an enhanced video sharing platform for Sina Weibo users to upload and share videos seamlessly to and from Tudou's video site.

Gary Wang, Founder, Chairman and Chief Executive Officer, stated, "We are very proud to announce that our user base and video views have reached historic highs. Our user growth continues to demonstrate the effectiveness of our balanced content strategy as well as our consistent focus on enhancing our users' experience. With enhanced strategic cooperation with China's leading social networking platforms, telecom carriers and handset makers, we were able to expand our user reach across multiple platforms. This expanded reach will further engrain us into the social media habits of China's 500 million Internet users."

 SHANGHAI, February 3, 2012 /PRNewswire-Asia/ -- Tudou Holdings Limited (NASDAQ: TUDO) ("Tudou" or the "Company"), a leading integrated Internet video company in China, announced today an enhanced video sharing platform for Sina Weibo (NASDAQ: SINA) users to upload and share videos seamlessly to and from Tudou's video site. The enhanced functionality builds upon the existing cooperation between the two companies. Tudou is the first third party video site to enable this level of enhanced functionality for Sina Weibo users, who can now share their video content on Tudou's platform.

In addition, Sina Weibo users who are not registered with Tudou, but wish to share their videos with Tudou's users, will automatically become a registered Tudou user. Their user account names at Tudou will be identical to their Sina Weibo account names. Sharing functionalities enable users to sync comments and discussions on both platforms.

Tudou is currently one of the most popular video sites for sharing videos on Sina Weibo. Tudou video clips on Sina Weibo rose 234% from June 2011 to September 2011. The latest enhanced video sharing platform will provide a highly integrated user experience for both Sina Weibo and Tudou users.

Sina Weibo is one of the largest micro-blogging and social networking sites in China. As of September 30, 2011, Sina Weibo had approximately 250 million registered users, who on average post 86 million messages per day.

"We are building a more powerful video user ecosystem," said Gary Wang, Founder, Chairman and Chief Executive Officer of Tudou. "The Internet's core strength lies in creating and sharing information. Sina Weibo creates strong interaction between its users, and Tudou generates deep emotional connections between Internet users and content. Creating and sharing content is at the core of the Internet, and Tudou's cooperation with social networking sites such as Sina Weibo is a powerful combination which will deepen consumers' online video and sharing experience."

Third Quarter 2011 Results

• Net revenues for the third quarter of 2011 increased by 52.1 % to RMB 149.7 million (US$ 23.5 million) from RMB98.4 million in the corresponding period in 2010
• Adjusted net loss for the third quarter of 2011, which excludes a decrease of RMB32.5 million in share-based compensation expense and RMB75.6 million of fair value changes in warrant liabilities, was RMB55.6 million (US$8.7 million) compared to adjusted net income of RMB0.2 million in the corresponding period in 2010.

"We are pleased to see growing demand for Tudou's online video platform as evidenced by our healthy revenue growth," said Gary Wang, Founder, Chairman and Chief Executive Officer of the Company. "We are also proud of the recent completion of several strategic cooperation agreements as discussed in 'Recent Developments' as well as our Nasdaq listing, landmark events that we believe will bring significant benefits to our shareholders, advertisers and web users. We reached these milestones with the valued support of Tudou's customers, suppliers and employees."

Sam Lai, Director and Chief Financial Officer of the Company, commented: "We are pleased with the third quarter results that reflect tangible progress in our operational results and top line growth. Tudou's management is working to strengthen our platform and services, grow a loyal user base and focus on enhancing user experience. We expect to work towards these goals through a combination of organic growth, cooperation and marketing alliances"

Business Outlook

For the fourth quarter of 2011, the Company expects year-on-year growth in net revenues of 55% to 60%. This forecast reflects the Company's current and preliminary view, which is subject to change.

SHANGHAI, Oct. 18, 2011 /PRNewswire-Asia/ -- Tudou Holdings Limited (NASDAQ: TUDO) ("Tudou" or the "Company"), a leading online video company in China, today announced that it has entered into an agreement with Leshi Internet Information & Technology (Beijing) Co. Ltd. ("LeTV") through its affiliate Shanghai Quan Toodou Network Science and Technology Co., Ltd. ("Quan Toodou") to form a joint venture company in Shanghai.

The newly established joint venture company will be primarily engaged in licensing video content to meet internet users' growing demands and evolving preferences, supplementing each company's independent content acquisition strategies. Under the agreement, LeTV and Tudou will receive a 51% and 49% equity interest in the joint venture company, respectively, in exchange for cash investment of RMB510,000 and RMB490,000, respectively. LeTV and Tudou will together assess which video content to purchase based on the quality of the content as well as viewer preferences. The joint venture company will seek exclusive licensing rights as well as sub-licensing rights for a majority of the purchased content.  

We believe that our current levels of cash balances and cash flows from operations, combined with the short-term loans from commercial banks in China, the proceeds from the issuance of the convertible loan and warrants in April 2010 and Series E redeemable convertible preferred shares and warrants in July 2010, will be sufficient to meet our anticipated cash needs to fund our operations for at least the next 12 months, assuming we receive no proceeds from our current offering. In addition, we may need additional cash resources in the future if we experience adverse business conditions or other developments or if we find and wish to pursue opportunities for investment, acquisitions, strategic cooperation or other similar actions.

Tudou Holdings Limited plans for Initial Public Offering

Company Snapshot:

A leading online video company in China

Industry Snapshot:

• According to the China Internet Network Information Center, or CNNIC, a non-profit state-owned research center in China, the number of Internet users in China reached 420.0 million as of June 2010. Significant growth potential exists as the Internet penetration rate in China was only 31.8% as of June 2010 compared to 74.1% as of December 2009 in the United States, according to CNNIC. According to ZenithOptimedia, an independent market research firm, Internet advertising expenditures in China grew from US$1.0 billion in 2006 to US$3.3 billion in 2009. ZenithOptimedia estimates that such expenditures will increase to US$9.5 billion in 2012, representing an expected CAGR of 42.9% from 2009 to 2012. The Internet is expected to surpass newspapers as the second largest advertising medium in China after television by 2011, according to ZenithOptimedia.

• China’s online video industry is still in the early stages of development and continues to evolve rapidly as an increasing number of users are seeking more control of their media viewing experience. According to iResearch Consulting Group, or iResearch, the total number of online video users in China was estimated to have reached approximately 309.0 million in 2009, a significant increase from 82.2 million in 2006 and is expected to grow at a CAGR of 36.3% from 2006 to 2012, driven by increasing Internet penetration rate, improving video quality and more video content being available online. The recent growth in user penetration rates has allowed China to surpass the United States, in terms of number of users. In 2009, China was estimated to have approximately two times the number of online video users as the United States, according to iResearch. Advertisers are recognizing the importance of online video advertising as a major part of their online advertising strategy. The online video industry is one of the fastest growing segments in online advertising, with a CAGR of 138.7% from 2006 to 2009, and is expected to grow at a CAGR of 76.2% from 2009 to 2013, according to iResearch. 

• Due to the increasing rollout of 3G networks and related mobile infrastructure in China, mobile devices are playing an increasingly important role in China’s Internet development. The number of mobile Internet users in China reached approximately 276.8 million as of June 2010, a significant increase from approximately 117.6 million and approximately 233.4 million as of December 2008 and 2009, respectively, according to CNNIC.

Use Of proceeds:

• to fund our content procurement and in-house developed content production;
• to fund our expansion of Internet bandwidth capacity;
• to fund the enhancement of our technology platform;
• the balance to fund our working capital and for general corporate purposes, including potential acquisitions, partnerships, alliances and licensing opportunities.

Underwriter:

• Credit Suisse
• Deutsche Bank Securities
• Oppenheimer & Co.

Offering price: $29.00

Post IPO Share Calculation: (Using a 4 to 1 Ordinary to ADS conversion ratio).

• 22,786,000: Pre IPO fully diluted share count used in EPS calculation.
•     6,000,000: newly issued ADS shares (5,570,000 by the company and 430,000 by selling shareholders)
• : Shares from warrants issued to underwriters
•        900,000: Underwriter over-allotments ADS shares 

GeoTeam® best effort calculation of total post IPO ADS count to be used in EPS calculations, assuming full conversions: 29,256,000  

Financial Snapshot: December Year End

2009 vs. 2008

• Revenues: $16.9 million vs $4.6 million
• Net Income: Losses

Nine Months 2010 vs 2009

• Revenues: $33.6 million vs. $10.2 million
• Net Income: Losses

We define adjusted net profit (loss), a non-GAAP financial measure, as net profit (loss) excluding share-based compensation expenses. We review adjusted net profit (loss) together with net profit (loss) to obtain a better understanding of our operating performance. We also believe it is useful supplemental information for investors and analysts to assess our operating performance without the effect of non-cash share-based compensation expenses, which have been and will continue to be significant recurring expenses in our business. However, the use of adjusted net profit (loss) has material limitations as an analytical tool. One of the limitations of using non-GAAP adjusted net profit (loss) is that it does not include all items that impact our net profit (loss) for the period. In addition, because adjusted net profit (loss) is not calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider adjusted net profit (loss) in isolation from or as an alternative to net profit (loss) prepared in accordance with U.S. GAAP.

 

		For the Year Ended December 31,																For the Nine Months Ended September 30,
		2007				2008				2009				2009				2009				2010
		(RMB)				(RMB)				(RMB)				(US$)				(RMB)				(RMB)				(US$)
																		(unaudited)				(unaudited)				(unaudited)
		(in thousands)
Net loss			95,883.6				212,638.6				144,777.2				21,639.2				100,449.1				83,732.3				12,515.1
Add back: Share-based compensation expenses			5,703.2				11,318.1				11,522.4				1,722.2				8,449.5				(2,575.5	)			(384.9	)
Adjusted net loss			90,180.4				201,320.5				133,254.8				19,917.0				91,999.6				86,307.8				12,900.0