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Sohu.com Announces Delivery of A Preliminary Non-binding Proposal to Acquire Changyou.com Limited
The proposed purchase price represents a premium of 69% over the closing price of Changyou's ADSs on
As Sohu holds over 90% of the total voting power in Changyou, the proposed acquisition would be in the form of a short-form statutory merger of a newly-formed indirect wholly-owned subsidiary of Sohu with Changyou in accordance with section 233(7) of the Companies Law (as amended) of the Cayman Islands. Sohu has advised Changyou's board of directors that Sohu is interested only in pursuing the acquisition outlined in its proposal and is not interested in selling its Changyou shares or in participating in any other transaction involving Changyou.
Sohu expects that Changyou's board of directors will form a special committee composed solely of independent directors to consider Sohu's proposal with the assistance of an outside financial advisor and legal counsel and to negotiate the proposal on behalf of Changyou.
The proposal indicates that it is Sohu's preliminary indication of interest and does not contain all matters upon which agreement must be reached in order to consummate the proposed transaction, nor does it create any binding rights or obligations of any person. The parties will be bound only upon the execution of mutually agreeable definitive documentation. Accordingly, there can be no assurance that the proposal made by Sohu will result in completion of the proposed transaction or a similar transaction, or as to the terms upon which any transaction, if a transaction is completed, may occur.
Goulston & Storrs PC is acting as international transaction counsel and U.S. securities counsel, and
Safe Harbor Statement
This press release may contain forward-looking statements. Statements that are not historical facts, including statements about Sohu's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. We caution 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 Sohu will make any definitive offer to Changyou, that any definitive agreement relating to Sohu's proposal will be entered into between Sohu and Changyou, or that a transaction based on Sohu's proposal or any other similar transaction will be approved or consummated.
Additional Information and Where to Find It
This press release is not intended to be a substitute for any transaction statement or other filings that may be made with the
In connection with its proposal, Sohu intends to file, and expects Changyou to file, relevant materials with the
About
Sohu's corporate services consist of online brand advertising on Sohu's matrix of websites as well as bid listing and home page on its in-house developed search directory and engine. Sohu also provides multiple news and information services on mobile platforms, including Sohu News App and the mobile news portal m.sohu.com. Sohu's online game subsidiary,
For investor and media inquiries, please contact:
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Ms. Pu Huang |
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Sohu.com Limited |
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Tel: |
+86 (10) 6272-6645 |
E-mail: |
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Ms. Linda Bergkamp |
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Christensen |
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+1 (480) 614-3004 |
E-mail: |
View original content:http://www.prnewswire.com/news-releases/sohucom-announces-delivery-of-a-preliminary-non-binding-proposal-to-acquire-changyoucom-limited-300913868.html
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