Hurray! Announces Merger with Ku6
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BEIJING, Nov. 27 /PRNewswire-Asia/ -- Hurray! Holding Co., Ltd. (or
Hurray!) (Nasdaq: HRAY), a leader in artist development, music production and
wireless music distribution and other wireless value-added services in China,
announced today that Hurray! and the shareholders of Ku6 Holding Limited
("Ku6"), a leading online video portal in China have agreed to the sale of Ku6
to Hurray!, in an all stock transaction under which all of the outstanding
capital shares of Ku6 will be sold to Hurray! and all of the outstanding
employee stock options of Ku6 will be cancelled, in exchange for an aggregate
of 723,684,204 Hurray! ordinary shares, of which 44,438,100 will be
represented by American Depositary Shares of Hurray!, each representing 100
ordinary shares of Hurray!. After the completion of the merger, Ku6 will
retain its brand name and become a wholly-owned subsidiary of Hurray!.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050314/CNM005LOGO )
Completion of the share purchase will be subject to the condition that the
shareholders of Hurray! approve the issuance of ordinary shares of Hurray! to
the shareholders and option holders of Ku6 at a special shareholders meeting
to be convened in the near future. The Board of Directors of Hurray! has
unanimously recommended this transaction. The transaction is expected to close
in the first quarter of 2010.
Certain executive officers and selling shareholders of Ku6 intend to enter
into lock-up agreements for a period of 180 days to two years after closing
with respect to the Hurray! shares that they will receive in the merger.
Commenting on this merger, Mr. Haibin Qu, Acting Chief Executive Officer
of Hurray! said, "We are very pleased to announce this merger with Ku6, which
we believe is one of the best online video portals in China. The Ku6 team has
built an exciting and powerful media platform that complements Hurray!'s
digital music and mobile distribution platform. Together, we believe that we
will have more opportunities to achieve synergies going forward and we are
well-positioned to capture opportunities in the fast-growing internet and
media market in China."
"This is a defining moment for Ku6," said Mr. Shanyou Li, Chief Executive
Officer of Ku6. "We are excited to join forces with Hurray!. I am confident
that with Hurray!'s wireless complementary content, music distribution
platforms and large music user base, Ku6 can bring together the most exciting
digital content and build the leading integrated mobile and video
entertainment platform in China."
About Hurray! Holding Co., Ltd.
Hurray! is a leader in artist development, music production and offline
distribution in China through its record labels Huayi Brothers Music, Freeland
Music, New Run Entertainment, Secular Bird and Seed Music. The Company,
through Fly Songs, also organizes concerts and other music events in China.
Hurray! is also a leading online distributor of music and music-related
products such as ringtones, ringbacktones, and truetones to mobile users in
China through the full range of wireless value-added services platforms over
mobile networks and through the internet.
The Company also provides a wide range of other wireless value-added
services to mobile users in China, including games, pictures and animation,
community, and other media and entertainment services.
About Ku6
Founded in June 2006, Ku6.com is a web2.0-based online video website and
has quickly become one of the leading online video portals in China. In June
2008, Ku6 was the first privately held video portal to receive a License for
Internet Broadcasting Audio-Visual Programs issued by the State Administration
for Radio, Film and Television (the "SARFT"). After that, Ku6 was awarded by
CCTV, China's national broadcaster, the rights to provide VOD services on the
2008 Beijing Olympic Games using CCTV's video images, as the first one amongst
all online video portals. Ku6 received its first round of venture funding in
2007 and second round of venture funding in 2008, which were led by Draper
Fisher Jurvetson (DFJ) and DT Capital Partners, UMC Capital and SBI Broadband
Fund respectively.
Davis Polk & Wardwell LLP acts as legal counsel to Hurray!, Han Kun Law
Offices and DLA Piper act as legal counsel to Ku6, and Morrison & Foerster LLP
acts as legal counsel to Draper Fisher Jurvetson (DFJ) and other investors.
Forward-looking Statements
This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements by terminology such as "will," "expects,"
"believes" and similar statements, which include without limitation statements
regarding (A) Hurray!'s and Ku6's ability to (i) achieve synergies and (ii)
capture opportunities in the internet and media market in China; and (B)
Hurray!'s ability to (i) further enhance the efficiency of Ku6's operations,
and (ii) better leverage Ku6's business and resources.. The accuracy of these
statements may be impacted by a number of business risks and uncertainties
that could cause actual results to differ materially from those projected or
anticipated, including: the risk that this or any future merger will not
create the operational and financial results that the management and boards of
directors of Hurray! and Ku6 expect, including in particular the possibility
that this merger may not be accretive to earnings in any future period or that
Ku6 will not continue to be able to attract users in China; the risk that
Hurray! will not be able to effectively manage Ku6 or effectively utilize its
online video portal; the risk that the popularity of music-related wireless
value-added services will not continue to grow or that it may decrease; the
risk that this and any future merger could divert management's attention from
Hurray!'s operations, which could adversely affect its results of operations;
and the risks outlined in our filings with the Securities and Exchange
Commission, including our registration statement on Form F-1. We do not
undertake any obligation to update this forward-looking information, except as
required under applicable law.
For more information, please contact:
Christina Low
Investor Relations Officer
Tel: +86-10-8869-5237
Email: IR@hurray.com.cn
SOURCE Hurray! Holding Co., Ltd.
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