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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