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Share Name | Share Symbol | Market | Type |
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Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares) | NYSE:TAOM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 3.70 | 0 | 01:00:00 |
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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
TAOMEE HOLDINGS LIMITED
(Name of the Issuer)
Taomee Holdings Limited
Orient TM Parent Limited
Orient TM Merger Limited
Mr. Benson Haibing Wang
Mr. Roc Yunpeng Cheng
Mr. Jason Liqing Zeng
Joy Union Holdings Limited
Charming China Limited
Frontier Technology Holdings Limited
Speednext Industrial Limited
Dongzhengruibo (Shanghai) Investment Center (Limited Partnership)
Orient Ruide Capital Management (Shanghai) Co., Ltd.
(Names of Persons Filing Statement)
Ordinary shares, par value US$0.00002 per share
American Depositary Shares, each representing 20 ordinary shares
(Title of Class of Securities)
87600Y106
1
(CUSIP Number)
Sam Lawn, Chief Financial Officer
Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People's Republic of China Tel: +86 (21) 6128-0056 |
Mr. Benson Haibing Wang
Mr. Roc Yunpeng Cheng Mr. Jason Liqing Zeng Joy Union Holdings Limited Charming China Limited Frontier Technology Holdings Speednext Industrial Limited c/o 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People's Republic of China Tel: +86 (21) 6128-0056 |
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Orient TM Parent Limited Orient TM Merger Limited c/o Maricorp Services Ltd., P.O. Box 2075, George Town, Grand Cayman KY1-1105, Cayman Islands Tel: + 86 (21) 6332-5888 |
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Dongzhengruibo (Shanghai) Investment Center (Limited Partnership) Orient Ruide Capital Management (Shanghai) Co., Ltd. c/o 36/F, Building No. 2, Orient International Finance Center, 318 South Zhong Shan Road, Shanghai, People's Republic of China Tel: + 86 (21) 6332-5888 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
James T. Lidbury
Ropes & Gray LLP 41st Floor, One Exchange Square 8 Connaught Place Central, Hong Kong Fax: +852 3664 6454 |
Karen M. Yan, Esq.
Fenwick & West LLP Unit 908, Kerry Parkside Office No. 1155 Fang Dian Road Pudong, Shanghai 201204 People's Republic of China Fax: +86 (21) 8017-1299 |
Stephanie Tang, Esq.
Shearman & Sterling 12th Floor, Gloucester Tower The Landmark 15 Queen's Road, Central Hong Kong Tel: +852-2978-8028 |
This statement is filed in connection with (check the appropriate box):
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
Transactional Valuation*
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Amount of Filing Fee**
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$136,063,379.91 | $13,701.58 | |
TABLE OF CONTENTS
2
This Amendment No. 3 (this "Amendment") to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto as amended (this "Transaction Statement"), is being 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"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary share, par value US$0.00002 per share (each, a "Share"), including the Shares represented by the American depositary shares ("ADSs"), each representing 20 Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"); (c) Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Merger Sub"); (d) Mr. Benson Haibing Wang, the co-founder, a director and the chief executive officer of the Company ("Mr. Wang"); (e) Mr. Roc Yunpeng Cheng, the co-founder, a director and president of the Company ("Mr. Cheng"); (f) Mr. Jason Liqing Zeng, the chairman of the board of directors of the Company ("Mr. Zeng"); (g) Joy Union Holdings Limited, a company incorporated under the laws of the British Virgin Islands wholly owned by Mr. Wang ("Joy Union"); (h) Charming China Limited, a company incorporated under the laws of the British Virgin Islands wholly owned by Mr. Cheng ("Charming China"); (i) Frontier Technology Holdings Limited, a company incorporated under the laws of the British Virgin Islands wholly owned by Mr. Zeng ("Frontier Technology," and collectively with Mr. Wang, Mr. Cheng, Mr. Zeng, Joy Union and Charming China, the "Rollover Shareholders") and Speednext Industrial Limited, a company incorporated under the laws of the British Virgin Islands wholly owned by Mr. Zeng; (j) Dongzhengruibo (Shanghai) Investment Center (Limited Partnership), a limited partnership formed under the laws of the PRC; and (k) Orient Ruide Capital Management (Shanghai) Co., Ltd., a company incorporated under the laws of the PRC (the "Sponsor," and together with Mr. Wang, Mr. Cheng, Joy Union and Charming China, the "Buyer Group"). This Amendment amends and restates in its entirety information set forth in the Transaction Statement.
On December 11, 2015, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation after the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), Parent will be beneficially owned by the Rollover Shareholders and the Sponsor.
If the Merger is completed, each Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist and will be converted into and exchanged for the right to receive US$0.1884 per Share and each issued and outstanding ADS will represent the right to surrender one ADS in exchange for US$3.767 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) Shares or ADSs held or beneficially held by the Rollover Shareholders (the "Rollover Shares"), which will be cancelled for no consideration, (b) Shares (including Shares represented by the ADSs) beneficially owned by the Company or held by the Company as treasury shares or held by the Company's depositary that are reserved (but not yet allocated) by the Company for settlement upon exercise of any Company equity awards, and (c) Shares owned by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Law, which Shares will be cancelled in accordance with the procedures set out in Section 238 of the Cayman Islands Companies Law and the holders of such shares shall be entitled to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Law (the "Dissenting Shares").
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In addition, at the Effective Time,
The payment in connection with the treatment of applicable vested Company Options and vested Company Restricted Shares will be made by the Surviving Corporation as soon as practicable following the Effective Time (and in any event within 30 days following the Effective Time).
The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger, must be authorized and approved by a special resolution representing an affirmative vote of shareholders representing at least two-thirds of the Shares (including Shares represented by ADSs)
4
present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company's shareholders held in accordance with its memorandum and articles of association.
As of the date of this Transaction Statement, the Rollover Shareholders beneficially own approximately 45.8% of the total issued and outstanding Shares in the Company. Pursuant to the terms of the Rollover and Support Agreement, the Rollover Shareholders agreed to vote all of the Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, at the extraordinary general meeting of shareholders of the Company. In addition, pursuant to the Rollover and Support Agreement, the Rollover Shareholders also agreed to roll-over a portion of the Shares owned by them, representing approximately 27.1% of the total issued and outstanding Shares in the Company, in connection with the Merger.
The Company will make available to its shareholders a proxy statement (the "Proxy Statement," a copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of the Company's shareholders, at which the Company's shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person and no Filing Person has produced any disclosure with respect to any other Filing Person.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Item 2 Subject Company Information
5
Item 3 Identity and Background of Filing Persons
Item 4 Terms of the Transaction
(a)-(1) Material TermsTender Offers. Not applicable.
(a)-(2) Material TermsMerger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 5 Past Contracts, Transactions, Negotiations and Agreements
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Item 6 Purposes of the Transaction and Plans or Proposals
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Item 7 Purposes, Alternatives, Reasons and Effects
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Item 8 Fairness of the Transaction
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 9 Reports, Opinions, Appraisals and Negotiations
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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
Item 11 Interest in Securities of the Subject Company
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Item 12 The Solicitation or Recommendation
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
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Item 15 Additional Information
(a)-(1) | Proxy Statement of the Company dated March 25, 2016 (the "Proxy Statement"). | |
(a)-(2) |
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Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. |
(a)-(3) |
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement. |
(a)-(4) |
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Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement. |
(a)-(5) |
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Press Release issued by the Company, dated December 11, 2015, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 11, 2015. |
(b)-(1)* |
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Equity Commitment Letter by and between Orient Ruide Capital Management (Shanghai) Co., Ltd. and Orient TM Parent Limited, dated December 11, 2015. |
(b)-(2) |
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Rollover and Support Agreement by and among Orient TM Parent Limited, Mr. Benson Haibing Wang, Joy Union Holdings Limited, Mr. Roc Yunpeng Cheng, Charming China Limited, Mr. Jason Liqing Zeng and Frontier Technology Holdings Limited, dated December 11, 2015 incorporated herein by reference to Annex C-1 to the proxy statement. |
(b)-(3) |
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Amended and Restated Rollover and Support Agreement by and among Orient TM Parent Limited, Mr. Benson Haibing Wang, Joy Union Holdings Limited, Mr. Roc Yunpeng Cheng, Charming China Limited, Mr. Jason Liqing Zeng and Frontier Technology Holdings Limited, dated December 31, 2015 incorporated herein by reference to Annex C-2 to the proxy statement. |
(b)-(4) |
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Limited Guaranty of Orient Ruide Capital Management (Shanghai) Co., Ltd. in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex D to this proxy statement. |
(b)-(5) |
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Limited Guaranty of Mr. Benson Haibing Wang and Joy Union Holdings Limited in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex E to this proxy statement. |
(b)-(6) |
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Limited Guaranty of Mr. Roc Yunpeng Cheng and Charming China Limited in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex F to this proxy statement |
(c)-(1) |
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Opinion of Duff & Phelps, dated December 11, 2015, incorporated herein by reference to Annex H to the Proxy Statement. |
(c)-(2)* |
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Discussion Materials prepared by Duff & Phelps for discussion with the Special Committee of the board of directors of Taomee Holdings Limited, dated December 11, 2015. |
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(d)-(1) | Agreement and Plan of Merger, dated as of December 11, 2015, among Taomee Holdings Limited, Orient TM Parent Limited and Orient TM Merger Limited incorporated herein by reference to Annex A and Annex B to the Proxy Statement. | |
(f)-(1) |
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Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement. |
(f)-(2) |
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Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement. |
(g) |
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Not applicable. |
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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.
Date: March 25, 2016
Taomee Holdings Limited | ||||||
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By |
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/s/ SAM LAWN |
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Name: Sam Lawn
Title: CFO |
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Orient TM Parent Limited |
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By |
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/s/ HAI FENG |
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Name: Hai Feng
Title: Director |
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Orient TM Merger Limited |
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By |
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/s/ HAI FENG |
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Name: Hai Feng
Title: Director |
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Mr. Benson Haibing Wang |
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/s/ BENSON HAIBING WANG Benson Haibing Wang |
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Mr. Roc Yunpeng Cheng |
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/s/ ROC YUNPENG CHENG Roc Yunpeng Cheng |
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Mr. Jason Liqing Zeng |
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/s/ JASON LIQING ZENG Jason Liqing Zeng |
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Joy Union Holdings Limited | ||||||
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By |
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/s/ BENSON HAIBING WANG |
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Name: Benson Haibing Wang
Title: Director |
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Charming China Limited |
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By |
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/s/ ROC YUNPENG CHENG |
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Name: Roc Yunpeng Cheng
Title: Director |
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Frontier Technology Holdings Limited |
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By |
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/s/ JASON LIQING ZENG |
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Name: Jason Liqing Zeng
Title: Director |
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Speednext Industrial Limited |
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By |
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/s/ JASON LIQING ZENG |
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Name: Jason Liqing Zeng
Title: Director |
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Dongzhengruibo (Shanghai) Investment Center (Limited Partnership) |
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By |
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/s/ HAI FENG |
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Name: Hai Feng
Title: Authorized Signatory |
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Orient Ruide Capital Management (Shanghai) Co., Ltd. |
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By |
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/s/ BO CHEN |
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Name: Bo Chen
Title: Chairman of the Board of Directors |
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(a)-(1) | Proxy Statement of the Company dated March 25, 2016 (the "Proxy Statement"). | |
(a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. | |
(a)-(3) | Form of Proxy Card, incorporated herein by reference to the Proxy Statement. | |
(a)-(4) | Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement. | |
(a)-(5) | Press Release issued by the Company, dated December 11, 2015, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 11, 2015. | |
(b)-(1)* | Equity Commitment Letter by and between Orient Ruide Capital Management (Shanghai) Co., Ltd. and Orient TM Parent Limited, dated December 11, 2015. | |
(b)-(2) | Rollover and Support Agreement by and among Orient TM Parent Limited, Mr. Benson Haibing Wang, Joy Union Holdings Limited, Mr. Roc Yunpeng Cheng, Charming China Limited, Mr. Jason Liqing Zeng and Frontier Technology Holdings Limited, dated December 11, 2015 incorporated herein by reference to Annex C-1 to the proxy statement. | |
(b)-(3) | Amended and Restated Rollover and Support Agreement by and among Orient TM Parent Limited, Mr. Benson Haibing Wang, Joy Union Holdings Limited, Mr. Roc Yunpeng Cheng, Charming China Limited, Mr. Jason Liqing Zeng and Frontier Technology Holdings Limited, dated December 31, 2015 incorporated herein by reference to Annex C-2 to the proxy statement. | |
(b)-(4) | Limited Guaranty of Orient Ruide Capital Management (Shanghai) Co., Ltd. in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex D to this proxy statement. | |
(b)-(5) | Limited Guaranty of Mr. Benson Haibing Wang and Joy Union Holdings Limited in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex E to this proxy statement. | |
(b)-(6) | Limited Guaranty of Mr. Roc Yunpeng Cheng and Charming China Limited in favor of Taomee Holdings Limited dated December 11, 2015, incorporated herein by reference to Annex F to this proxy statement | |
(c)-(1) | Opinion of Duff & Phelps, dated December 11, 2015, incorporated herein by reference to Annex H to the Proxy Statement. | |
(c)-(2)* | Discussion Materials prepared by Duff & Phelps for discussion with the Special Committee of the board of directors of Taomee Holdings Limited, dated December 11, 2015. | |
(d)-(1) | Agreement and Plan of Merger, dated as of December 11, 2015, among Taomee Holdings Limited, Orient TM Parent Limited and Orient TM Merger Limited incorporated herein by reference to Annex A and Annex B to the Proxy Statement. | |
(f)-(1) | Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement. | |
(f)-(2) | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement. | |
(g) | Not applicable. |
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