Report of Foreign Issuer (6-k)
September 09 2019 - 11:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2019
Commission File Number: 001-34271
CHANGYOU.COM LIMITED
(Exact name of registrant as specified in its charter)
Changyou
Creative Industrial Park
65 Bajiao East Road, Shijingshan District
Beijing 100043
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ No ☒
Press Release
On September 9, 2019, the registrant announced that its board of directors (the Board) has received a preliminary non-binding proposal letter (the Proposal Letter), dated September 9, 2019, from Sohu.com Limited (Sohu)(NASDAQ: SOHU), a Cayman Islands company and the ultimate controlling shareholder
of the registrant, to acquire all of the outstanding Class A ordinary shares of the registrant, including Class A ordinary shares represented by American depositary shares (ADSs), each representing two Class A ordinary
shares, that are not already owned by Sohu for a purchase price of $5.00 per Class A ordinary share, or $10.00 per ADS, in cash in a going-private transaction (the Proposed Transaction). The Board has just received the
Proposal Letter and has not had an opportunity to review, or make any decision with respect to, the Proposal and the Proposed Transaction. A copy of the press release issued by the registrant regarding the foregoing is submitted herewith as Exhibit
99.1 and is incorporated herein by reference.
Safe Harbor Statement
This report on Form 6-K may contain forward-looking statements. Statements that are not historical
facts, including statements about the registrants beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The registrant cautions you that a number of important factors
could cause actual results to differ materially from those contained in any forward-looking statement. There can be no assurance that any definitive offer relating to the Proposed Transaction will be made, that any definitive agreement will be
executed relating to the Proposed Transaction or that a transaction based on the Proposed Transaction or any other similar transaction will be approved or consummated.
Exhibit
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Changyou.com Limited
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By:
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/s/ Yaobin Wang
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Yaobin Wang
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Chief Financial Officer
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Date: September 9, 2019
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