BEIJING, Sept. 9, 2019 /PRNewswire/ -- Sohu.com Limited
(NASDAQ: SOHU) ("Sohu" or the "Company"), China's leading online media, video, search
and gaming business group, today announced that it has submitted to
the board of directors of its majority-owned subsidiary
Changyou.com Limited (NASDAQ: CYOU) ("Changyou"), a leading online
game developer and operator in China, a preliminary non-binding proposal to
acquire all of the outstanding Class A ordinary shares of Changyou,
including Class A ordinary shares represented by American
Depositary Shares ("ADSs"), that are not already owned by Sohu for
a purchase price of US$5.00 per Class
A ordinary share, or US$10.00 per
ADS, in cash. As Sohu holds all of the Class B ordinary shares of
Changyou that are currently outstanding, the proposed transaction,
if completed, would result in Changyou becoming a privately-held,
indirect wholly-owned subsidiary of Sohu, and Changyou's ADSs would
be delisted from the NASDAQ Global Select Market.
The proposed purchase price represents a premium of 69% over the
closing price of Changyou's ADSs on September 6, 2019 and a premium of 57% over the
average closing price of Changyou's ADSs during the last 30 trading
days.
As Sohu holds over 90% of the total voting power in Changyou,
the proposed acquisition would be in the form of a short-form
statutory merger of a newly-formed indirect wholly-owned subsidiary
of Sohu with Changyou in accordance with section 233(7) of the
Companies Law (as amended) of the Cayman Islands. Sohu has
advised Changyou's board of directors that Sohu is interested only
in pursuing the acquisition outlined in its proposal and is not
interested in selling its Changyou shares or in participating in
any other transaction involving Changyou.
Sohu expects that Changyou's board of directors will form a
special committee composed solely of independent directors to
consider Sohu's proposal with the assistance of an outside
financial advisor and legal counsel and to negotiate the proposal
on behalf of Changyou.
The proposal indicates that it is Sohu's preliminary indication
of interest and does not contain all matters upon which agreement
must be reached in order to consummate the proposed transaction,
nor does it create any binding rights or obligations of any person.
The parties will be bound only upon the execution of mutually
agreeable definitive documentation. Accordingly, there can be no
assurance that the proposal made by Sohu will result in completion
of the proposed transaction or a similar transaction, or as to the
terms upon which any transaction, if a transaction is completed,
may occur.
Goulston & Storrs PC is acting as international transaction
counsel and U.S. securities counsel, and Conyers Dill & Pearman is acting as
Cayman Islands legal counsel to
Sohu in connection with the proposal.
Safe Harbor Statement
This press release may contain forward-looking statements.
Statements that are not historical facts, including statements
about Sohu's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors
could cause actual results to differ materially from those
contained in any forward-looking statement. There can be no
assurance that Sohu will make any definitive offer to Changyou,
that any definitive agreement relating to Sohu's proposal will be
entered into between Sohu and Changyou, or that a transaction based
on Sohu's proposal or any other similar transaction will be
approved or consummated.
Additional Information and Where to Find It
This press release is not intended to be a substitute for any
transaction statement or other filings that may be made with the
Securities and Exchange Commission (the "SEC").
In connection with its proposal, Sohu intends to file, and
expects Changyou to file, relevant materials with the SEC with
respect to the proposed transaction, including a plan of merger and
a transaction statement on Schedule 13E-3, if an agreement is
reached with respect to a negotiated transaction. Changyou
shareholders are urged to read all such documents that may be filed
with the SEC, including the plan of merger and Sohu's and
Changyou's transaction statement, if and when they become
available, because they will contain important information about
the proposed transaction. Sohu's and Changyou's shareholders
will be able to obtain the documents, if and when they become
available, free of charge at the SEC's web site,
http://www.sec.gov, and Changyou's shareholders will receive
information at an appropriate time on how to obtain
transaction-related documents, if and when they become available,
free of charge from Changyou.
About Sohu.com Limited
Sohu.com Limited (NASDAQ: SOHU) is China's premier online brand and indispensable
to the daily life of millions of Chinese, providing a network of
web properties and community based/web 2.0 products which offer the
vast Sohu user community a broad array of choices regarding
information, entertainment and communication. Sohu has built one of
the most comprehensive matrices of Chinese language web properties
and proprietary search engines, consisting of the mass portal and
leading online media destination www.sohu.com; interactive search
engine www.sogou.com; developer and operator of online
games www.changyou.com/en/ and online video
website tv.sohu.com.
Sohu's corporate services consist of online brand advertising on
Sohu's matrix of websites as well as bid listing and home page on
its in-house developed search directory and engine. Sohu also
provides multiple news and information services on mobile
platforms, including Sohu News App and the mobile news portal
m.sohu.com. Sohu's online game subsidiary, Changyou.com (NASDAQ:
CYOU) develops and operates a diverse portfolio of PC and mobile
games, such as Tian Long Ba Bu
("TLBB"), one of the most popular PC games in China. Changyou also owns and operates the
17173.com Website, a game information portal in China. Sohu's online search subsidiary Sogou
(NYSE: SOGO) has grown to become the second largest search engine
by mobile queries in China. It
also owns and operates Sogou Input Method, the largest Chinese
language input software. Sohu.com, established by Dr. Charles Zhang, one of China's internet pioneers, is in its
twenty-third year of operation.
For investor and media inquiries, please contact:
In China:
Ms. Pu
Huang
|
Sohu.com
Limited
|
Tel:
|
+86 (10)
6272-6645
|
E-mail:
|
ir@contact.sohu.com
|
In the United
States:
Ms. Linda
Bergkamp
|
Christensen
|
Tel:
|
+1 (480)
614-3004
|
E-mail:
|
lbergkamp@christensenir.com
|
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SOURCE Sohu.com Ltd.