- Amended tender offer statement by Issuer (SC TO-I/A)
December 07 2011 - 9:27AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CHINANET ONLINE HOLDINGS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants to Purchase Shares
(Title of Class of Securities)
16949H904
(CUSIP Number of Shares Underlying Warrants)
No. 3 Min Zhuang Road, Building 6
Yu Quan Hui Gu Tuspark, Haidian District
Beijing, PRC 100195
Tel: 86-10-5160-0828
Fax: 86-10-5160-0908
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee
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$335,395.20
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$38.44
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*
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Estimated for purposes of calculating the amount of the filing fee only. ChinaNet Online Holdings, Inc. (the Company) is offering holders of the Companys outstanding Series A-1 warrants to purchase an aggregate of 2,060,800 of the Companys shares of common stock, par value $0.001 per share (the Series A-1 Warrants) and Series A-2 warrants to purchase an aggregate of 2,060,800 of the Companys shares of common stock, par value $0.001 per share (the Series A-2 Warrants and, together with the Series A-1 Warrants, the Warrants), to purchase an aggregate of 4,121,600 of the Companys shares of common stock, par value $0.001 per share, issuable upon exercise of the Warrants (the Shares), to (A) with respect to any Series A-1 Warrant, receive one (1) Share in exchange for every twenty (20) Shares for which such Series A-1 Warrant is exercisable, and (B) with respect to
any Series A-2 Warrant, receive one (1) Share in exchange for every 10 (ten) Shares for which such Series A-2 Warrant is exercisable; provided that each holder must exchange all its Series A-1 Warrants and/or all its Series A-2 Warrants pursuant to the terms and conditions hereof. The amount of the filing fee assumes that all outstanding Warrants will be exchanged for Shares and is calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, which equals $114.60 for each $1,000,000 of the value of the transaction.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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SCHEDULE TO
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed with the Securities and Exchange Commission (the Commission) on December 1, 2011, by ChinaNet Online Holdings, Inc., a Nevada corporation (the Company). The Schedule TO relates to the offer by the Company to all holders of the Companys outstanding Series A-1 warrants (the Series A-1 Warrants) and Series A-2 warrants (the Series A-2 Warrants and, together with the Series A-1 Warrants, the
Warrants), to purchase an aggregate of 4,121,600 shares of common stock the Company, par value $0.001 per share (the Shares), to exchange their Warrants in accordance with the following exchange ratios: (A) with respect to any Series A-1 Warrant, one (1) Share in exchange for every twenty (20) Shares for which such Series A-1 Warrant is exercisable, and (B) with respect to any Series A-2 Warrant, one (1) Share in exchange for every 10 (ten) Shares for which such Series A-2 Warrant is exercisable; provided that each holder must exchange all its Series A-1 Warrants and/or all its Series A-2 Warrants pursuant to the terms and conditions hereof. The exchange ratios were selected by the Company to provide the holders of the Warrants with an incentive to exchange the Warrants. The offer is subject to the terms and conditions set forth in the Offer Letter, dated December 1, 2011 (the Offer Letter), a copy of which attached to the Schedule TO as Exhibit
(a)(1)(A), and in the related Letter of Transmittal, a copy of which attached to the Schedule TO as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the Offer). The Warrants were issued in a private placement consummated on August 21, 2009. Unless otherwise indicated herein, capitalized terms used herein shall have the same meanings given to them in the Offer Letter.
Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.
Item 12. Exhibits.
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Exhibit Number
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Description
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(a)(5)(B)
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Press Release dated December 1, 2011
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(a)(5)(C)
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Letter to Warrant holders dated December 7, 2011
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1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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CHINANET ONLINE HOLDINGS, INC.
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By:
/s/ Handong Cheng
Name: Handong Cheng
Title: Chairman and Chief Executive Officer
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Date: December 7, 2011
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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(a)(5)(B)
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Press Release dated December 1, 2011
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(a)(5)(C)
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Letter to Warrant holders dated December 7, 2011
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3
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