BEIJING, April 17, 2020 /PRNewswire/ -- Changyou.com
Limited ("Changyou") (NASDAQ: CYOU), a leading online game
developer and operator in China,
today announced the completion of the merger (the "Changyou
Merger") contemplated by the Agreement and Plan of Merger (the
"Merger Agreement"), dated January 24,
2020, by and among Changyou; Sohu.com (Game) Limited ("Sohu
Game"), an indirectly wholly-owned subsidiary of Sohu.com Limited
("Sohu") (NASDAQ: SOHU); and Changyou Merger Co. Limited ("Changyou
Merger Co."), a direct wholly-owned subsidiary of Sohu Game, in
which Changyou Merger Co. merged with and into Changyou effective
April 17, 2020 (the "Effective
Time"), with Changyou being the surviving company. 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 "ADSs"), each of which represented two
Changyou Class A ordinary shares ("Class A Ordinary Shares"), are
no longer traded on the Nasdaq Global Select Market.
Pursuant to the plan of merger for the Changyou Merger, (i) each
Class A Ordinary Share issued and outstanding immediately prior to
the Effective Time, other than shares held beneficially by Sohu
(the "Excluded Shares"), was cancelled in exchange for the right to
receive $5.40 in cash without
interest, and (ii) each outstanding ADS, other than the ADSs
representing the 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 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 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
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 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. 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.
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 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 the 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 the Class A Ordinary Shares becomes
effective.
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.
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.
Conyers Dill & Pearman has
advised as to Cayman Islands legal
matters with respect to the Changyou Merger.
About Changyou
Changyou is a leading developer and operator of online games in
China with a diverse portfolio of
popular online games, such as Tian Long Ba
Bu ("TLBB"), one of the most popular PC games in
China, as well as a number of
mobile games. Changyou also owns and operates the 17173.com
Website, a leading game information portal in China. Changyou began operations as a business
unit within Sohu in 2003, and was carved out as a separate,
stand-alone company in December 2007.
Changyou has an advanced technology platform that includes advanced
2.5D and 3D graphics engines, a uniform game development platform,
effective anti-cheating and anti-hacking technologies, proprietary
cross-networking technology and advanced data protection
technology. For more information, please visit
http://ir.changyou.com/.
For investor and media inquiries, please contact:
In China:
Mr. Yujia Zhao
Investor Relations
Tel: +86 (10) 6192-0800
E-mail: ir@cyou-inc.com
In the United
States:
Ms. Linda Bergkamp
Christensen
Phone: +1 (480) 614-3004
E-mail: lbergkamp@ChristensenIR.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/changyoucom-announces-completion-of-going-private-transaction-301042620.html
SOURCE Changyou.com Limited