BEIJING, April 14, 2020 /PRNewswire/ -- Changyou.com
Limited ("Changyou") (NASDAQ: CYOU), a leading online game
developer and operator in China,
today announced that, as contemplated by the previously-announced
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, Changyou and Changyou
Merger Co. entered into and filed with the Registrar of Companies
of the Cayman Islands a definitive
Plan of Merger (the "Plan of Merger"), pursuant to which Changyou
will be acquired by Sohu in a merger (the "Changyou Merger") in
which Changyou Merger Co. will merge with and into Changyou
effective April 17, 2020 (the
"Effective Time") and Changyou will be the surviving company.
Pursuant to the Plan of Merger, at the Effective Time, (i) each
Class A ordinary share of Changyou (each, a "Changyou Class A
Ordinary Share") issued and outstanding immediately prior to the
Effective Time, other than shares held beneficially by Sohu (the
"Excluded Shares"), will be cancelled in exchange for the right to
receive $5.40 in cash without
interest, and (ii) each outstanding American depositary share of
Changyou (each, a "Changyou ADS," representing two Changyou Class A
Ordinary Shares), other than the ADSs representing the Excluded
Shares, will be 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 Changyou Class A Ordinary Shares
under Changyou's share incentive plans will be cancelled, and each
holder of a Vested Option will have 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 Changyou 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. owns over 90% of the voting power
represented by all issued and outstanding shares of Changyou, the
Changyou Merger will be in the form of a short-form merger of
Changyou Merger Co. with and into Changyou in accordance with
section 233(7) of the Companies Law of the Cayman Islands. Shareholder approval of the
Changyou Merger by Changyou's shareholders is not required.
If completed at the Effective Time, the Changyou Merger will
result in Changyou becoming a privately‑owned company wholly owned
directly and indirectly by Sohu, Changyou ADSs no longer being
listed on the Nasdaq Global Select Market, and Changyou's ADS
program being terminated.
Safe Harbor Statement
This announcement includes statements that constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, including statements regarding
the planned completion of the Changyou Merger at the Effective
Time, delisting of Changyou ADSs from the Nasdaq Global Select
Market, and termination of Changyou's ADS program. These
statements are forward-looking in nature and subject to risks and
uncertainties that may cause actual results to differ materially.
All forward-looking statements included in this report are based
upon information available to Changyou as of the date of this
report, which may change, and Changyou undertakes no obligation to
update or revise any forward-looking statements, except as may be
required under applicable securities law.
About Changyou
Changyou.com Limited (NASDAQ: CYOU) 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.com Limited (NASDAQ: SOHU) in 2003,
and was carved out as a separate, stand-alone company in
December 2007. It completed an
initial public offering on April 7, 2009. 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
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SOURCE Changyou.com Limited