UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Pinduoduo Inc.
(Name of Subject
Company (Issuer))
Pinduoduo Inc.
(Name of Filing
Person (Issuer))
0% Convertible Senior Notes due 2024
(Title of Class of
Securities)
722304AB8
(CUSIP Number
of Class of Securities)
Jianchong Zhu
28/F, No. 533 Loushanguan Road, Changning
District
Shanghai, 200051
People’s Republic of China
Tel: +86-21-52661300
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)
¨ |
Check 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:
¨ |
third-party tender offer subject to Rule 14d-1. |
x |
issuer tender offer subject to Rule 13e-4. |
¨ |
going-private transaction subject to Rule 13e-3. |
¨ |
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: ¨
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) |
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment
No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission
on September 2, 2022 (the “Schedule TO”) by Pinduoduo Inc. (the “Company”) with respect to the right
of each holder (each a “Holder” and collectively the “Holders”) of the Company’s 0% Convertible
Senior Notes due 2024 (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 as of September 2, 2022 (the “Put Right Notice”) and the
related notice materials filed as exhibits to the Schedule TO (which Put Right Notice and related notice materials, as amended or supplemented
from time to time, collectively constitute the “Put Right”). The information contained in the Schedule TO, including
the Put Right, as amended and supplemented hereby, is incorporated herein by reference. Except as specifically provided herein, this Amendment
No. 1 does not modify any of the information previously reported on the Schedule TO. Capitalized terms used and not otherwise defined
in this Amendment No. 1 shall have the meanings assigned to such terms in the Put Right or in the Schedule TO.
This Amendment No. 1 amends and supplements
the Schedule TO as set forth below and is intended to satisfy the disclosure requirements of Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934 (the “Exchange Act”).
| ITEM 1. | SUMMARY TERM SHEET. |
Item 1 of the Schedule TO and the Put Right Notice
are hereby amended and supplemented by the Amendment to the Put Right Notice, dated as of September 19, 2022, which is attached hereto
as Exhibit (a)(1)(A) and incorporated herein by reference, to include the following information:
Your right to exercise the Put Right, which was
previously set to expire at 5:00 p.m., New York City time, on Thursday, September 29, 2022, will now expire at 11:59 p.m., New York City
time, on Friday, September 30, 2022 (the “Expiration Date”). The deadline for the exercise of the right to withdraw
a previous exercise of the Put Right, which was previously set at 5:00 p.m., New York City time, on Thursday, September 29, 2022, will
now also be 11:59 p.m., New York City time, on Friday, September 30, 2022. The Repurchase Price will be paid in cash with respect to any
and all Notes validly surrendered for repurchase and not withdrawn prior to 11:59 p.m., New York City time, on Friday, September 30, 2022.
All references in the Schedule TO and exhibits thereto to an expiration date of 5:00 p.m., New York City time, on Thursday, September
29, 2022 are hereby amended to be references to an expiration date of 11:59 p.m., New York City time, on Friday, September 30, 2022. All
references in the Schedule TO and exhibits thereto to the second Business Day immediately preceding or prior to the Repurchase Date are
hereby amended to be references to the first Business Day immediately preceding or prior to the Repurchase Date.
| ITEM 4. | TERMS OF THE TRANSACTION. |
Item 4 of the Schedule TO and the Put Right Notice
are hereby amended and supplemented to include the information set forth in Item 1 above, and further amended and supplemented by the
Amendment to the Put Right Notice, dated as of September 19, 2022, which is attached hereto as Exhibit (a)(1)(A) and incorporated herein
by reference, to include the following information:
Prior to 5:00 p.m., New York City time, on Friday,
September 30, 2022, Holders of Notes in global form that wish to exercise their Put Right with respect to such Notes must deliver such
Notes through the transmittal procedures of the Depository Trust Company (“DTC”). Notes delivered through the transmittal
procedures of DTC for purchase may be withdrawn, in whole or in part, at any time prior to 5:00 p.m., New York City time, on Friday, September
30, 2022, by complying with the withdrawal procedures of DTC. The surrender by a Holder of any Notes to DTC via the transmittal procedures
of DTC’s Automated Tender Offer Program will constitute delivery of a Repurchase Notice that satisfies such Holder’s notice
requirements for its exercise of its Put Right.
Holders of Notes in global form can exercise the
Put Right with respect to such Notes between 5:00 p.m. and 11:59 p.m., New York City time, on Friday, September 30, 2022. To do so, Holders
must complete and sign a Repurchase Notice in the form attached to the Put Right Notice as Annex A in accordance with the instructions
set forth therein, have the signature thereon guaranteed and deliver such manually signed Repurchase Notice to the Paying Agent prior
to 11:59 p.m., New York City time, on Friday, September 30, 2022. All signatures on a Repurchase Notice must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion
Program.
Holders of Notes in global form can withdraw their
previous exercise of the Put Right with respect to such Notes between 5:00 p.m. and 11:59 p.m., New York City time, on Friday, September
30, 2022. To do so, Holders must complete and sign a notice of withdrawal specifying (1) the principal amount of the Notes with respect
to which such notice of withdrawal is being submitted, which portion must be US$1,000 aggregate principal amount or an integral multiple
thereof, (2) the DTC participant number in respect of which such notice of withdrawal is being submitted, and (3) the principal amount,
if any, of such Note which remains subject to the Repurchase Notice, which portion must be US$1,000 aggregate principal amount or an integral
multiple thereof, and deliver such manually signed notice of withdrawal to the Paying Agent prior to 11:59 p.m., New York City time, on
Friday, September 30, 2022. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities
Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program.
For purposes of the Put Right Notice, the address
of the Paying Agent is:
By Regular, Registered or Certified Mail or Overnight Courier: |
For Information or Confirmation During Regular Business Hours: |
|
|
DB Services Americas, Inc. |
Telephone: +1 (800) 735-7777 |
5022 Gate Parkway Suite 200 |
Email: db.reorg@db.com |
MS JCK01-0218 |
|
Jacksonville, FL 32256 |
For Information or Confirmation after 5:00 p.m. (New York City Time) on September 30, 2022: |
U.S.A. |
|
|
|
Telephone: +1 (877) 843-9767 |
|
+1 (904) 271-2503 |
|
Email: db.reorg@db.com |
(a) Exhibits.
(b) Filing
Fee Exhibit.
* Previously filed.
† Filed herewith.
| ITEM 13. | INFORMATION REQUIRED BY SCHEDULE 13E-3. |
Not applicable.
EXHIBIT INDEX
* Previously filed
† Filed herewith.
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.
|
Pinduoduo Inc. |
|
|
|
By: |
/s/ Jun Liu |
|
Name: |
Jun Liu |
|
Title: |
Vice President of Finance |
Dated: September 19, 2022
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