Amended Tender Offer Statement by Issuer (sc To-i/a)
October 04 2022 - 7:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 2)
(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: x
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. 2 (this “Amendment
No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission
(the “Commission”) on September 2, 2022, as subsequently amended and supplemented by the Amendment No. 1 filed with
the Commission on September 19, 2022 (as so amended and supplemented, 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”).
This Amendment No. 2 relates to the final results
of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to 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. 2 does not modify any of the information previously reported
on the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 2 shall have the meanings assigned to such
terms in the Put Right or in the Schedule TO.
This Amendment No. 2 amends and supplements the
Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 2 is intended to satisfy the
disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11 of the Schedule TO is hereby amended and
supplemented to include the following information:
The Put Right expired at 11:59 p.m., New York City
time, on Friday, September 30, 2022 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company
Americas, as the Paying Agent, that pursuant to the terms of the Put Right, US$1,000 aggregate principal amount of the Notes were
validly surrendered for repurchase and not withdrawn as of the Expiration Date. The Company has accepted all of the surrendered Notes
for repurchase pursuant to the terms of the Put Right and has forwarded cash in payment of the Repurchase Price to the Paying Agent for
distribution to the Holders that had exercised their Put Right. The aggregate amount of the Repurchase Price was US$1,000. Following settlement
of the Repurchase Price, US$226,252,000.00 aggregate principal amount of the Notes will remain outstanding and continue to be subject
to the existing terms of the Indenture and the Notes.
(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: October 4, 2022
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