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Name | Symbol | Market | Type |
---|---|---|---|
Changyou com Limited | NASDAQ:CYOU | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.74 | 10.74 | 10.76 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 2)
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
Changyou.com Limited
(Name of the Issuer)
Changyou.com Limited
Sohu.com Limited
Sohu.com (Game) Limited
Changyou Merger Co. Limited
(Name of Person(s) Filing Statement)
Class A Ordinary Shares, par value $0.01 per share*
American Depositary Shares, each representing two Class A Ordinary Shares
(Title of Classes of Securities)
15911M107**
(CUSIP Number of Classes of Securities)
Changyou.com Limited Changyou Building, Raycom Creative Industrial Park No. 65 Bajiao East Road, Shijingshan District Beijing 100043, China Attention: Yaobin Wang Tel: +86-10-6192-0800 |
Sohu.com Limited Sohu.com (Game) Limited Changyou Merger Co. Limited Level 18, Sohu.com Media Plaza Block 3, No. 2 Kexueyuan South Road, Haidian District Beijing 100190, China Attention: Joanna Lv Tel: +86-10-6272-6666 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. |
☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. |
☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. |
☐ | A tender offer. | ||
d. |
☒ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
Calculation of Filing Fee
Transaction Valuation*** | Amount of Filing Fee**** | |
$191,803,345
|
$24,896.07
|
* |
Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American depositary shares (ADSs), each representing two class A ordinary shares, par value $0.01 per share, of the Company (the Class A Ordinary Shares). |
** |
CUSIP number of the ADSs. |
*** |
Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per-share cash payment of $5.40 for 35,465,238 outstanding Class A Ordinary Shares of the issuer subject to the transaction plus (b) the product of options to purchase 54,000 Class A Ordinary Shares multiplied by $5.39 per option share (which is the difference between the $5.40 per Class A Ordinary Share merger consideration and the exercise price of the options of $0.01 per Class A Ordinary Share) ((a) and (b) together, the Transaction Valuation). |
**** |
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2020, was calculated by multiplying the Transaction Valuation by 0.0001298. |
☒ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
Amount Previously Paid: $24,896.07 | Filing Party: Changyou.com Limited, Sohu.com Limited, Sohu.com (Game) Limited and Changyou Merger Co. Limited | |
Form or Registration No.: Schedule 13E-3 (File No. 005-84817) | Date Filed: February 19, 2020 |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.
INTRODUCTION
This amendment No. 2 (this Final Amendment) to transaction statement pursuant to Rule 13e-3 amends and supplements the transaction statement pursuant to Rule 13e-3 filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on February 19, 2020 and amended on March 9, 2020 (together with the exhibits thereto, as amended, the Transaction Statement). This Final Amendment is being filed jointly by the following entities, each of which is an exempted company with limited liability incorporated under the laws of the Cayman Islands (each separately, a Filing Person, and collectively, the Filing Persons):
Changyou.com Limited (the Company);
Sohu.com Limited (Sohu.com);
Sohu.com (Game) Limited (Sohu Game); and
Changyou Merger Co. Limited (Parent).
The Transaction Statement relates to the Agreement and Plan of Merger dated January 24, 2020 (the Merger Agreement) by and among Parent, Sohu Game, and the Company providing for the merger of Parent with and into the Company (the Merger) in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the Cayman Islands Companies Law), with the Company continuing as the surviving company (as defined in the Cayman Islands Companies Law, the Surviving Company) resulting from the Merger.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transactions that are the subject of the Transaction Statement.
All information contained in the Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
ITEM 15. |
ADDITIONAL INFORMATION |
Item 15 is hereby amended and supplemented as follows:
(c) Other Material Information
On April 14, 2020, the Company and Parent filed with the Registrar of Companies of the Cayman Islands a plan of merger (the Plan of Merger), pursuant to which the Merger became effective on April 17, 2020 (the Effective Time), with Parent merging with and into the Company and the Company becoming a private company wholly owned directly and indirectly by Sohu.com.
Pursuant to the Plan of Merger, at the Effective Time, each Class A Ordinary Share of the Company issued and outstanding immediately prior to the Effective Time, other than Class A Ordinary Shares held beneficially by Sohu.com (the Excluded Shares), was cancelled in exchange for the right to receive $5.40 in cash without interest, and each ADS outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares, was cancelled in exchange for the right to receive $10.80 in cash without interest (less $0.05 per ADS cancellation fees and such other fees as are applicable pursuant to the terms of the deposit agreement for the Companys ADSs). All Class B ordinary shares of the Company issued and outstanding immediately prior to the Effective Time, all of which were held by Parent, were converted into Class B ordinary shares of the Surviving Company held by Sohu Game, as Parent ceased to exist as a result of the Merger. All Class A Ordinary Shares held by Sohu.com immediately prior to the Effective Time were converted into Class A Ordinary Shares of the Surviving Company held by Sohu.com.
In addition, pursuant to the Merger Agreement, at the Effective Time (i) each outstanding and fully vested option (each, a Vested Option) to purchase Class A Ordinary Shares under the Companys 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 Class A Ordinary Shares underlying such Vested Option, and (ii) each outstanding but unvested option (each, an Unvested Option) to purchase Class A Ordinary Shares under the Companys 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.
1
The Company has requested that trading of the ADSs on the Nasdaq Global Select Market be suspended, and that the Nasdaq Stock Market LLC (Nasdaq) file with the SEC a Form 25 notifying the SEC of Nasdaqs withdrawal of the ADSs from listing on Nasdaq and intention to withdraw the Class A Ordinary Shares from registration under Section 12(b) of the Exchange Act. The Company intends to file with the SEC, ten days after Nasdaq files the Form 25, a Form 15 suspending the Companys reporting obligations under the Exchange Act and withdrawing the registration of the Class A Ordinary Shares under the Exchange Act. The Companys 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 the Class A Ordinary Shares becomes effective.
ITEM 16. |
EXHIBITS |
The following exhibits are filed herewith:
2
Exhibit
|
Description |
|
(f)(1)* | Dissenter Rights. See Special Factors No Dissenters or Appraisal Rights. | |
(f)(2)* | Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) Section 238 of the Companies Law of the Cayman Islands. | |
(g)* | Not applicable. |
* |
Previously filed. |
|
Filed herewith. |
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in the Transaction Statement is true, complete and correct.
Dated: April 17, 2020
CHANGYOU.COM LIMITED |
||
By: |
/s/ Xiao Chen |
|
Name: |
Xiao Chen |
|
Title: |
Director and Chairman of the Special Committee | |
SOHU.COM LIMITED |
||
By: |
/s/ Charles Zhang |
|
Name: |
Charles Zhang |
|
Title: |
Chief Executive Officer |
|
SOHU.COM (GAME) LIMITED |
||
By: |
/s/ Joanna Lv |
|
Name: |
Joanna Lv (Yanfeng Lyu) |
|
Title: |
Director |
|
CHANGYOU MERGER CO. LIMITED |
||
By: |
/s/ Joanna Lv |
|
Name: |
Joanna Lv (Yanfeng Lyu) |
|
Title: |
Director |
4
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