BEIJING, April 17, 2020 /PRNewswire/ -- Sohu.com Limited
(NASDAQ: SOHU) ("Sohu"), China's
leading online media, video, search and gaming business group,
today announced that it has completed the acquisition of all of the
outstanding shares of Changyou.com Limited ("Changyou") that it did
not already beneficially own, through the merger (the "Changyou
Merger") of an indirect wholly-owned subsidiary ("Changyou Merger
Co.") of Sohu with and into Changyou, with Changyou being the
company surviving the Changyou Merger. As a result of the Changyou
Merger, Changyou has become a private company wholly owned directly
and indirectly by Sohu and the American depositary shares of
Changyou (the "Changyou ADSs"), each of which represented two
Changyou Class A ordinary shares ("Changyou Class A Ordinary
Shares"), are no longer traded on the Nasdaq Global Select
Market.
Pursuant to the plan of merger for the Changyou Merger, each
Changyou Class A Ordinary Share issued and outstanding immediately
prior to the effectiveness of the Changyou Merger, other than
Changyou Class A ordinary shares owned beneficially by Sohu, was
cancelled in exchange for the right to receive $5.40 in cash without interest, and each
outstanding Changyou ADS was 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). Because Changyou
Merger Co. owned over 90% of the voting power represented by all
issued and outstanding shares of Changyou prior to the
effectiveness of the Changyou Merger and the Changyou Merger was in
the form of a short-form merger in accordance with section 233(7)
of the Companies Law of the Cayman
Islands, the Changyou Merger was not subject to a vote of
the shareholders of Changyou.
In connection with the Changyou Merger, each outstanding and
fully‑vested option (each, a "Vested Option") to purchase Changyou
Class A Ordinary Shares under Changyou's share incentive plans was
cancelled, and each holder of a Vested Option has 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 Changyou
Class A Ordinary Shares underlying such Vested Option; and 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 effectiveness of the Changyou Merger in accordance
with the applicable Changyou share incentive plan and award
agreement governing such Unvested Option in effect immediately
prior to the effectiveness of the Changyou Merger.
Changyou has requested that trading of Changyou ADSs on the
Nasdaq Global Select Market be suspended, and that the Nasdaq Stock
Market LLC ("Nasdaq") file with the Securities and Exchange
Commission (the "SEC") a Form 25 notifying the SEC of Nasdaq's
withdrawal of the Changyou ADSs from listing on Nasdaq and
intention to withdraw the Changyou Class A Ordinary Shares from
registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Changyou has informed Sohu
that it intends to file with the SEC, ten days after Nasdaq files
the Form 25, a Form 15 suspending Changyou's reporting obligations
under the Exchange Act and withdrawing the registration of Changyou
Class A Ordinary Shares under the Exchange Act. Changyou's
obligations to file with or furnish to the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration of Changyou Class A Ordinary Shares becomes
effective.
China Renaissance, through its subsidiary CRP-Fanya Investment
Consultants (Beijing) Limited, has
served as financial advisor to Sohu in connection with the Changyou
Merger; Goulston & Storrs PC has served as U.S. legal counsel
to Sohu; and Han Kun Law Offices has served as PRC legal counsel to
Sohu.
Houlihan Lokey (China) Limited has served as financial advisor
to the committee of independent and disinterested directors
established by Changyou's board of directors (the "Changyou Special
Committee") to review and evaluate the Changyou Merger; and
Skadden, Arps, Slate, Meagher & Flom LLP has served as U.S.
legal counsel to the Changyou Special Committee.
Conyers Dill & Pearman has
advised as to Cayman Islands legal
matters with respect to the Changyou Merger.
About Sohu
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 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.