Viacom International, Inc. et al v. Youtube, Inc. et al

Filing 208

DECLARATION of William M. Hohengarten (Part Four) Ex. 42 in Support re: 176 MOTION for Partial Summary Judgment /Viacom's Notice of Motion for Partial Summary Judgment on Liability and Inapplicability of the Digital Millennium Copyright Act Safe Harbor Defense.. Document filed by Country Music Television, Inc., Paramount Pictures Corporation, Viacom International, Inc., Black Entertainment Television, LLC, Comedy Partners. (Attachments: # 1 Exhibit 43, # 2 Exhibit 44, # 3 Exhibit 45, # 4 Exhibit 46, # 5 Exhibit 47, # 6 Exhibit 48, # 7 Exhibit 49, # 8 Exhibit 50, # 9 Exhibit 51 - Part 1, # 10 Exhibit 51 - Part 2, # 11 Exhibit 51 - Part 3, # 12 Exhibit 51 - Part 4, # 13 Exhibit 51 - Part 5, # 14 Exhibit 52, # 15 Exhibit 53, # 16 Exhibit 54, # 17 Exhibit 55, # 18 Exhibit 56, # 19 Exhibit 57, # 20 Exhibit 58, # 21 Exhibit 59, # 22 Exhibit 60, # 23 Exhibit 61, # 24 Exhibit 62, # 25 Exhibit 63, # 26 Exhibit 64, # 27 Exhibit 65, # 28 Exhibit 66, # 29 Exhibit 67, # 30 Exhibit 68, # 31 Exhibit 69, # 32 Exhibit 70, # 33 Exhibit 71, # 34 Exhibit 72, # 35 Exhibit 73, # 36 Exhibit 74, # 37 Exhibit 75, # 38 Exhibit 76, # 39 Exhibit 77, # 40 Exhibit 78, # 41 Exhibit 79, # 42 Exhibit 80, # 43 Exhibit 81, # 44 Exhibit 82, # 45 Exhibit 83, # 46 Exhibit 84, # 47 Exhibit 85, # 48 Exhibit 86, # 49 Exhibit 87, # 50 Exhibit 88, # 51 Exhibit 89, # 52 Exhibit 90, # 53 Exhibit 91, # 54 Exhibit 92, # 55 Exhibit 93, # 56 Exhibit 94, # 57 Exhibit 95, # 58 Exhibit 96, # 59 Exhibit 97, # 60 Exhibit 98, # 61 Exhibit 99, # 62 Exhibit 100, # 63 Exhibit 101, # 64 Exhibit 102, # 65 Exhibit 103, # 66 Exhibit 104)(Kohlmann, Susan)

To: From: Cc: Bcc: Received Date:

"BusDev Team" "Megan Smith" .:[e-mail]~

Subject: interested

2006-10-09 21 :53:06 GMT (Bus-dev) GooglelYouTube press release - analyst conf dial-in info(now) if you are

*Google To Acquire YouTube for $1.65 Billion in Stock*

*Combination Will Create New Opportunities for Users and Content Owners

Everyhere *
MOUNTAIN VIEW, Calif., October 9,2006 - Google Inc. (NASDAQ: GOOG) announced today that it has agreed to acquire YouTube, the consumer media company for people to watch and share original videos through a Web experience, for $1.65 billion in a stock-for-stock transaction. Following the acquisition, YouTube will operate independently to preserve its successful brand and passionate community.
The acquisition combines one of the largest and fastest growing online video entertainment communities with Google's expertise in organizing information and creating new models for advertising on the Internet. The combined companies will focus on providing a better, more comprehensive experience for users interested in uploading, watching and sharing videos, and will offer new opportunities for professional content owners to distribute their work to reach a vast new audience. "The YouTube team has built an exciting and powerful media platform that complements Google's mission to organize the world's information and make it universally accessible and useful," said Eric Schmidt, Chief Executive

Offcer of Google. "Our companies share similar values; we both always put
our users first and are committed to innovating to improve their experience. Together, we are natural partners to offer a compelling media entertainment service to users, content owners and advertisers."
"Our community has played a vital role in changing the way that people consume media, creating a new clip culture. By joining forces with Google,

we can benefit from its global reach and technology leadership to deliver a
more comprehensive entertainment experience for our users and to create new opportunities for our partners," said Chad Hurley, CEO and Co-Founder of YouTube. "I'm confident that with this partnership we'll have the flexibility and resources needed to pursue our goal of building the next-generation platform for serving media worldwide."
When the acquisition is complete, YouTube will retain its distinct brand identity, strengthening and complementing Google's own fast-growing video business. YouTube will continue to be based in San Bruno, CA, and all YouTube employees will remain with the company. With Google's technology, advertiser relationships and global reach, YouTube will continue to build on its success as one of the world's most popular services for video

entertainment.
The number of Google shares to be issued in the transaction will be determined based on the 30-day average closing price two trading days prior to the completion of the acquisition. Both companies have approved the transaction, which is subject to customary closing conditions and is

Highly Confidential

G00001-03548410

expected to close in the fourth quarter of 2006.

*Webcast and Conference Callinformation*
The company will host a conference call and webcast at 1 :30 p.m. Pacific Time (4:30 p.m. Eastern Time) today to discuss the acquisition. To access

the conference call, please dial domestic and '
Monday, October 16 at domestically and

internationally. A replay of the call will be available until midnight

internationally. Confirmation code for the replay is _
A live audio webcast of the conference call will be available at

http://investor.google.com/webcast.html.
*About Google Inc.*

Google's innovative search technologies connect millions of people around

the world with information every day. Founded in 1998 by Stanford Ph. D.
students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google's targeted advertising program provides businesses of all sizes with measurable results, while enhancing the overall web experience for users. Google is headquartered in Silicon Valley with offices throughout the Americas, Europe and Asia. For more information, visit www.google.com.
*About YouTube *

Founded in February 2005, YouTube is a consumer media company for people to watch and share original videos worldwide through a Web experience. YouTube allows people to easily upload and share video clips on

www.YouTube.com.:http://www.youtube.com/~and across the Internet
through websites, blogs, and e-maiL. YouTube currently delivers more than 100 million video views every day with 65,000 new videos uploaded daily and it has quickly become the leading destination on the Internet for video entertainment.

*Caution Concerning Forward-Looking Statements *
This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Google's and YouTube's ability to improve their services, create new business models and content-owner opportunities, integration plans, the expected timing for the closing of the acquisition and the plans to operate YouTube independently. These statements are based on the current expectations or beliefs of management of Google Inc., and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to (1) changes in economic, business, competitive, technological and/or regulatory factors, (2) failure to receive regulatory approval for the acquisition, (3) failure to retain the levels of traffic on the YouTube site, (4) failure to compete successfully in this highly competitive and rapidly changing marketplace, (5) failure to retain key employees, (6) other factors affecting the operation of the respective businesses of Google and YouTube, and (7) the failure of YouTube and Google to work together effectively. More detailed information about these factors may be found in filings by Google, as applicable, with the Securities and Exchange Commission, including their respective most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Google is under no obligation to,

Highly Confidential

G00001-03548411

and expressly disclaims any such obligation to, update or alter their respective forward-looking statements, whether as a result of new information, future events, or otherwise. *Contacts:* Google Media
Jon Murchinson

[e-mail]
Google Investors Maria Shim

[e-mail] YouTube
Media

Julie Supan

[e-mail]

Highly Confidential

G00001-03548412