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.
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ITEM 15.
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ADDITIONAL INFORMATION
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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 Company’s 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 Company’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 the Company’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.
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