Tender Offer Statement by Issuer (sc To-i)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
OFFER STATEMENT UNDER SECTION 14(d)(1) OR
OF THE SECURITIES EXCHANGE ACT OF
(Name of Subject Company (Issuer))
(Name of Filing Person (Issuer))
0% Convertible Senior Notes due 2024
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
28/F, No. 533 Loushanguan Road, Changning District
People’s Republic of China
with copy to:
Haiping Li, Esq.
Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower II, Jing An Kerry Centre
1539 Nanjing West Road
Shanghai 200040, China
+86 (21) 6193-8200
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing person)
the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
tender offer subject to Rule 14d-1.
tender offer subject to Rule 13e-4.
transaction subject to Rule 13e-3.
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: ¨
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
||Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
||Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
As required by, pursuant to the terms of and subject to the
conditions set forth in the Indenture dated as of
September 27, 2019 (the “Indenture”), by and between Pinduoduo
Inc. (the “Company”) and Deutsche Bank Trust Company Americas, as
trustee and paying agent (the “Trustee” and the “Paying Agent”),
for the Company’s 0% Convertible Senior Notes due 2024 (the
“Notes”), this Tender Offer Statement on Schedule TO (“Schedule
TO”) is filed by the Company with respect to the right of each
holder (the “Holder”) of the Notes to sell and the obligation of
the Company to purchase the Notes, as set forth in the Company’s
Put Right Notice to the Holders dated September 2, 2022 (the
“Put Right Notice”) and the related notice materials filed as
exhibits to this Schedule TO (which Put Right Notice and related
notice materials, as amended or supplemented from time to time,
collectively constitute the “Put Right”).
This Schedule TO is intended to satisfy the disclosure requirements
of Rule 13e-4(c)(2) under the Securities Exchange Act of
1934 (the “Exchange Act”).
ITEMS 1 through 9.
The Company is the issuer of the Notes and is obligated to purchase
all of the Notes if properly tendered by the Holders under the
terms and subject to the conditions set forth in the Put Right. The
Notes are convertible into the Company’s American depositary shares
(“ADSs”), each representing four Class A ordinary share, par
value US$0.000005 per share, of the Company, subject to the terms,
conditions and adjustments specified in the Indenture and the
Notes. The Company maintains its principal executive offices at
28/F, No. 533 Loushanguan Road, Changning District, Shanghai,
People’s Republic of China, and the telephone number at this
address is +86 21-5266 1300. The Company’s registered office in the
Cayman Islands is located at the offices of Vistra (Cayman)
Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West
Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
As permitted by General Instruction F to Schedule TO, all of the
information set forth in the Put Right is incorporated by reference
into this Schedule TO.
||Pursuant to Instruction 2 to Item 10 of Schedule TO, the
Company’s financial condition is not material to a Holder’s
decision whether to put the Notes to the Company because
(i) the consideration being paid to Holders surrendering Notes
consists solely of cash, (ii) the Put Right is not subject to
any financing conditions, (iii) the Company is a public
reporting company under the Exchange Act that files reports
electronically on EDGAR, and (iv) the Put Right applies to all
outstanding Notes. The financial condition and results of
operations of the Company, its subsidiaries and consolidated
affiliate entities are reported electronically on EDGAR on a
REQUIRED BY SCHEDULE 13E-3.
* Filed herewith.
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.
/s/ Jun Liu
Name: Jun Liu
Title: Vice President of
Dated: September 2, 2022
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