BEIJING, April 14, 2020 /PRNewswire/ -- Sohu.com Limited
(NASDAQ: SOHU) ("Sohu"), China's
leading online media, video, search and gaming business group,
today announced that, as contemplated by the previously-announced
Agreement and Plan of Merger (the "Merger Agreement"), dated
January 24, 2020, by and among Sohu's
indirect wholly-owned subsidiary Sohu.com (Game) Limited ("Sohu
Game"), Sohu Game's directly wholly-owned subsidiary Changyou
Merger Co. Limited ("Changyou Merger Co."), and Changyou.com
Limited ("Changyou") (NASDAQ: CYOU), Changyou Merger Co. and
Changyou entered into a definitive Plan of Merger (the "Plan of
Merger"), which has been filed with the Registrar of Companies of
the Cayman Islands, pursuant to
which Sohu will acquire all outstanding shares of Changyou it does
not already beneficially own, through a merger (the "Changyou
Merger") in which Changyou Merger Co. will merge with and into
Changyou effective April 17, 2020
(the "Effective Time") with Changyou being the surviving
company.
Pursuant to the Plan of Merger, at the Effective Time, (i) each
Class A ordinary share of Changyou (each, a "Changyou Class A
Ordinary Share") issued and outstanding immediately prior to the
Effective Time, other than shares held beneficially by Sohu (the
"Excluded Shares"), will be cancelled in exchange for the right to
receive $5.40 in cash without
interest, and (ii) each outstanding American depositary share of
Changyou (each, a "Changyou ADS," representing two Changyou Class A
Ordinary Shares), other than the ADSs representing the Excluded
Shares, will be cancelled in exchange for the right to receive
$10.80 in cash without interest (less
$0.05 per ADS cancellation fees and
other fees as applicable). Pursuant to the Merger Agreement, at the
Effective Time, (i) each outstanding and fully‑vested option (each,
a "Vested Option") to purchase Changyou Class A Ordinary Shares
under Changyou's share incentive plans will be cancelled, and each
holder of a Vested Option will have the right to receive an amount
in cash determined by multiplying (x) the excess, if any, of
$5.40 over the applicable exercise
price of such Vested Option by (y) the number of Class A
Ordinary Shares underlying such Vested Option, and (ii) each
outstanding but unvested option (each, an "Unvested Option") to
purchase Changyou Class A Ordinary Shares under Changyou's share
incentive plans will remain outstanding and continue to vest
following the Effective Time in accordance with the applicable
Changyou share incentive plan and award agreement governing such
Unvested Option in effect immediately prior to the Effective
Time.
Because Changyou Merger Co. owns over 90% of the voting power
represented by all issued and outstanding shares of Changyou, the
Changyou Merger will be in the form of a short-form merger of
Changyou Merger Co. with and into Changyou in accordance with
section 233(7) of the Companies Law of the Cayman Islands, with Changyou being the
company surviving the Changyou Merger. Shareholder approval of the
Changyou Merger by Changyou's shareholders is not required.
If completed at the Effective Time, the Changyou Merger will
result in Changyou becoming a private company wholly owned directly
and indirectly by Sohu, Changyou ADSs no longer being listed on the
Nasdaq Global Select Market, and Changyou's ADS program being
terminated.
Safe Harbor Statement
This announcement includes statements that constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, including statements regarding
the planned completion of the Changyou Merger at the Effective
Time, delisting of Changyou ADSs from the Nasdaq Global Select
Market, and termination of Changyou's ADS program. These
statements are forward-looking in nature and subject to risks and
uncertainties that may cause actual results to differ materially.
All forward-looking statements included in this report are based
upon information available to Sohu as of the date of this report,
which may change, and Sohu undertakes no obligation to update or
revise any forward-looking statements, except as may be required
under applicable securities law.
About Sohu.com
Sohu.com Limited (NASDAQ: SOHU) is China's premier online brand and indispensable
to the daily life of millions of Chinese, providing a network of
web properties and community based/web 2.0 products which offer the
vast Sohu user community a broad array of choices regarding
information, entertainment and communication. Sohu has built one of
the most comprehensive matrices of Chinese language web properties
and proprietary search engines, consisting of the mass portal and
leading online media destination www.sohu.com; interactive search
engine www.sogou.com; developer and operator of online games
www.changyou.com and the online video website tv.sohu.com.
Sohu's corporate services consist of online brand advertising on
Sohu's matrix of websites as well as bid listing and home page on
its in-house developed search directory and engine. Sohu also
provides multiple news and information services on mobile
platforms, including Sohu News App and the mobile news portal
m.sohu.com. Sohu's online game subsidiary, Changyou.com (NASDAQ:
CYOU) develops and operates a diverse portfolio of PC and mobile
games, such as Tian Long Ba Bu
("TLBB"), one of the most popular PC games in China. Changyou also owns and operates the
17173.com Website, a game information portal in China. Sohu's online search subsidiary Sogou
(NYSE: SOGO) has grown to become the second largest search engine
by mobile queries in China. It
also owns and operates Sogou Input Method, the largest Chinese
language input software. Sohu, established by Dr. Charles
Zhang, one of China's internet
pioneers, is in its twenty-fourth year of operation.
For investor and media inquiries, please contact:
In China:
Ms. Pu
Huang
|
Sohu.com
Limited
|
Tel:
|
+86 (10)
6272-6645
|
E-mail:
|
ir@contact.sohu.com
|
In the United
States:
Ms. Linda
Bergkamp
|
Christensen
|
Tel:
|
+1 (480)
614-3004
|
E-mail:
|
lbergkamp@christensenir.com
|
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SOURCE Sohu.com Ltd.