UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No.
2)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Jumei International Holding Limited
(Name
of Subject Company (issuer))
Jumei Investment Holding Limited
a wholly
owned subsidiary of
Super ROI Global Holding Limited
(Names
of Filing Persons (offerors))
Leo Ou Chen
(Names of Filing Persons (other person(s)))
Class A Ordinary Shares, par value US$0.00025
per share*
(Title of Class of Securities)
48138L107**
(CUSIP Number of Class of Securities)
Leo Ou Chen
Jumei Investment Holding Limited
Super ROI Global Holding Limited
c/o 20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007, People’s Republic
of China
+86-10 5280 2802
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Peter Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, China
+86-10-6535-5500
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Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
525 University Avenue
Palo Alto, California 94301
(650) 470-4500
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CALCULATION OF FILING FEE
Transaction Valuation***
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Amount of Filing Fee****
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$ 127,515,764.69
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$ 16,551.55
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* Not for trading, but only in connection with the listing
on the New York Stock Exchange of the American Depositary Shares (“ADSs”), each representing ten class A ordinary shares,
par value $0.00025 per share, of the issuer (the “Class A Ordinary Shares”).
** This CUSIP number applies to the issuer’s ADSs.
*** Calculated solely for the purpose of determining
the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per-share cash payment of $2.00
for 63,255,412 outstanding Class A Ordinary Shares and ADSs of the issuer subject to the transaction plus (b) the product of 393,218
Class A Ordinary Shares issuable under all outstanding and unexercised options with exercise prices of less than $2.00 multiplied
by $1.17502 per option share (which is the difference between the $2.00 per Class A Ordinary Share merger consideration and the
weighted average exercise price of the options of $0.82498 per Class A Ordinary Share), plus (c) the product of 271,452 Class A
Ordinary Shares underlying the restricted share units multiplied by $2.00 per Class A Ordinary Share ((a), (b) and (c) together,
the “Transaction Valuation”).
**** The amount of the filing fee, calculated in accordance
with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2020, was calculated
by multiplying the Transaction Valuation by 0.0001298.
ý Check
the box if any part of the fee is offset as provided by Exchange Act 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.
Amount Previously Paid: $
16,551.55 Filing Party: Jumei Investment Holding Limited, Super
ROI Global Holding Limited and Leo Ou Chen
Form or Registration No.: Schedule TO-T (File No. 005-88610) Date
Filed: February 26, 2020
o Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to
which the statement relates:
ý third-party
tender offer subject to Rule 14d-1.
o issuer
tender offer subject to Rule 13e-4.
ý going-private
transaction subject to Rule 13e-3.
o amendment
to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 2 (this “Amendment
No. 2”) amends and supplements the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under
cover of Schedule TO, as amended by Amendment No. 1, (as amended, this “Schedule TO”) filed by Super ROI Global
Holding Limited, a company organized and existing under the laws of the British Virgin Islands (“Parent”),
Jumei Investment Holding Limited, a company organized and existing under the laws of the Cayman Islands and wholly-owned subsidiary
of Parent (“Purchaser”) and Mr. Leo Ou Chen on February 26, 2020 and amended on March 20, 2020. The Schedule
TO relates to the offer by Purchaser to purchase all the outstanding class A ordinary shares, par value $0.00025 per share (the “Class
A Ordinary Shares”), and American depositary shares (the “ADSs,” each representing ten Class A Ordinary
Shares) of Jumei, other than Class A Ordinary Shares owned by Parent or Purchaser, at a purchase price of $2.00 per Class A Ordinary
Share or $20.00 per ADS, net to the seller in cash, without interest and less $0.05 per ADS cancellation fees and other related
fees and withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26,
2020 and as amended by the Amendment No. 1 to the Offer to Purchase dated March 20, 2020 and the Amendment No. 2 to the Offer
to Purchase dated April 1, 2020 (the “Offer to Purchase”), and the related Letters of Transmittal (which, as
amended or supplemented from time to time, together constitute the “Offer”). All capitalized terms used
in this Amendment No. 2 without definition have the meanings ascribed to them in the Offer to Purchase. Except as otherwise set
forth herein, the information set forth in the Schedule TO remains unchanged and is incorporated by reference into this Amendment
No. 2.
The items of the Schedule TO set forth below
are hereby amended and supplemented as follows:
Item 1 through 9 and Item 11.
Each of the Items 1 through 9 and Item
11 of the Schedule TO, to the extent such Items incorporate by reference the information set forth under “The Offer—9.
Source and Amount of Funds,” and “The Offer—11. Conditions to the Offer,” is hereby amended and supplemented
by adding the following:
The information set forth in Amendment
No. 2 to the Offer to Purchase, dated April 1, 2020 and filed as Exhibit (a)(1)(x) hereto, is incorporated herein by reference.
Two new paragraphs are added to Item 11
as following:
On April 1, 2020, by way of filing and
disseminating this Amendment No. 2 (including the Amendment No. 2 to Offer to Purchase as an exhibit hereto), the Offeror Group
announced the extension of the expiration time of the Offer to 12:00 midnight, New York City time, at the end of the day on April
8, 2020.
The Tender Agent has advised Parent
and Purchaser that, as of 5:00 p.m., New York City time, on March 31, 2020, 17,849,630 Class A Ordinary Shares (including Class
A Ordinary Shares represented by ADSs), representing approximately 15.6% of the outstanding Shares, have been validly tendered
pursuant to the Offer and not properly withdrawn.
Item 12 of the Schedule TO is hereby amended
and supplemented by adding the following exhibits:
(a)(1)(x)
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Amendment No. 2 to Offer to Purchase, dated April
1, 2020.
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(b)(2)
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Loan Agreement, dated April 1, 2020, between Super
ROI Global Holding Limited and WB Online Investment Limited (incorporated by reference to Exhibit E to the Schedule
13D/A filed to SEC by Mr. Leo Ou Chen, Jumei Investment Holding Limited and Super ROI Global Holding Limited on April
1, 2020).
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Item 13.
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Information Required by Schedule 13E-3.
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Each of the items under this Item 13,
to the extent such items incorporate by reference the information set forth under “The Offer—9. Source and Amount
of Funds,” and “The Offer – 11. Conditions to the Offer,” is hereby amended and supplemented by adding
the following:
The information set forth in Amendment
No. 2 to the Offer to Purchase, dated April 1, 2020 and filed as Exhibit (a)(1)(x) hereto, is incorporated herein by reference.
SIGNATURES
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.
Date: April 1, 2020
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Leo Ou Chen
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/s/ Leo Ou Chen
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Super ROI Global Holding Limited
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By:
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/s/ Leo Ou Chen
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Name:
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Leo Ou Chen
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Title:
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Director
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Jumei Investment Holding Limited
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By:
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/s/ Leo Ou Chen
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Name:
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Leo Ou Chen
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Title:
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Director
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EXHIBIT INDEX
Exhibit
No.
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Description
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(a)(1)(i)*
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Offer
to Purchase, dated February 26, 2020.
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(a)(1)(ii)*
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Form
of Share Letter of Transmittal.
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(a)(1)(iii)*
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Form
of ADS Letter of Transmittal.
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(a)(1)(iv)*
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Form
of Notice of Guaranteed Delivery.
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(a)(1)(v)*
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Form
of Letter to Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vi)*
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Form
of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vii)*
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Form
of Withdrawal Letter
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(a)(1)(viii)*
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Press
Release issued by Jumei International Holding Limited on February 25, 2020 (incorporated by reference to Exhibit 99.1 to
the Form 6-K furnished to SEC by Jumei International Holding Limited on February 25, 2020).
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(a)(1)(ix)*
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Amendment
No. 1 to Offer to Purchase, dated March 20, 2020.
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(a)(1)(x)
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Amendment No. 2 to Offer
to Purchase, dated April 1, 2020.
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(b)(1)*
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Debt
Commitment Letter, dated February 25, 2020, among Mr. Leo Ou Chen, Jumei Investment Holding Limited, Super ROI Global Holding
Limited and Tiga Investments Pte. Ltd. (incorporated by reference to Exhibit D to the Schedule 13D/A filed to SEC by Mr.
Leo Ou Chen, Jumei Investment Holding Limited and Super ROI Global Holding Limited on February 25, 2020).
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(b)(2)
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Loan Agreement, dated April 1, 2020, between Super ROI Global Holding Limited and WB Online Investment Limited (incorporated by reference to Exhibit E to the Schedule 13D/A filed to SEC by Mr. Leo Ou Chen, Jumei Investment Holding Limited and Super ROI Global Holding Limited on April 1, 2020).
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(d)(1)*
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Agreement
and Plan of Merger, dated as of February 25, 2020, by and among Jumei International Holding Limited, Super ROI Global Holding
Limited and Jumei Investment Holding Limited (incorporated by reference to Exhibit 99.2 to the Form 6-K furnished to
SEC by Jumei International Holding Limited on February 25, 2020).
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(f)*
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Section
238 of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (included as Schedule C to
the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
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* Previously filed.
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