KU6 Media CO., Ltd. (KUTV)

[Banks]

Ku6 Announces Merger With Pipi.cn

April 20, 2011 -- BEIJING, April 20, 2011 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd., (Nasdaq: KUTV) ("Ku6" or the "Company"), a leading Internet television company in China, announced today that Ku6 and the shareholders of Hangzhou Soushi Networking Co., Ltd. ("Pipi"), a leading P2P based internet video platform in China, have agreed to the sale of Pipi to Ku6, in an all stock transaction under which all of the equity interests in Pipi will be sold to Ku6 in exchange for an aggregate of 2,212,114,257 Ku6 ordinary shares. After the completion of the merger, Pipi will become a wholly-owned subsidiary of Ku6.


Completion of the share purchase will be subject to the condition that the shareholders of Ku6 approve the issuance of ordinary shares of Ku6 to the shareholders of Pipi at a special shareholders meeting to be convened in the near future. The transaction is expected to close in the second quarter of 2011.


Shanghai Shanda Networking Co., Ltd. ("Shanda Networking"), a wholly-owned subsidiary of Shanda Interactive Entertainment Limited (which is a major shareholder of Ku6), is one of the early investors of Pipi and holds 32% of the equity interests in Pipi. Shanda Networking will sell its equity interests to Ku6 in this transaction. A special committee, comprised of three independent directors of Ku6, represented Ku6 in the negotiations of the transaction. Based upon and subject to the qualifications, limitations and assumptions set forth in its written opinion dated April 20, 2011, the same date as KPMG Advisory (China) Limited has rendered its oral opinion, to the effect that as of that date the consideration to be paid by Ku6 was fair to Ku6 from a financial point of view. The special committee approved the proposed transaction on April 20, 2011.