Baidu Signs Definitive Agreement to Acquire 91 Wireless

Baidu, Inc.

today announced that its wholly-owned subsidiary Baidu (Hong Kong) Limited has signed a definitive merger agreement (the "Agreement") to acquire a 100 percent equity interest in 91 Wireless Websoft Limited ("91 Wireless") from NetDragon Websoft Inc. (HKEx:777) ("NetDragon") and other shareholders. 91 Wireless is one of the leading mobile app marketplaces and mobile game operators in China. In the month of July 2013, Baidu and 91 Wireless users in China together downloaded a daily average of 69 million apps. The large majority of these were downloaded directly from mobile devices. Pursuant to the Agreement, through a merger, Baidu will acquire 100 percent of 91 Wireless in cash. This includes the 57.4 percent stake owned by NetDragon, and the remaining shares from other shareholders. According to the memorandum of understanding dated July 15, 2013, the merger consideration amounts to a total of US$1.90 billion. Having taken into account the conditional declaration of a special dividend in the aggregate amount of approximately US$52.06 million by 91 Wireless to its existing shareholders, the consideration is now adjusted to an aggregate