CYOU [Changyou.com] 6-K: Non-Binding Changyou.com Announces Formation of Independent Special Committee

Ticker: CYOU, Company: Changyou.com Ltd, Type: 6-K, Date: 2019-10-17
Original SEC Filing: Click here


Webplus: CYOU/20191017/6-K_1/2_EX-99.1/000.htm SEC Original: d819891dex991.htm
Non-Binding Changyou.com Announces Formation of Independent Special Committee to Review Preliminary non-binding BEIJING, China, October 17, 2019 — Changyou.com Limited (“Changyou” or the “Company”) (NASDAQ: CYOU), a leading online game developer and operator in China, today announced that its board of directors (the “Board”) has formed a special committee (the “Special Committee”) consisting of Dr. Xiao Chen and Mr. Charles



EX-99.1 2 d819891dex991.htm EX-99.1

Exhibit 99.1

LOGO

Changyou.com Announces Formation of Independent Special Committee to Review PreliminaryNon-Binding Proposal to Acquire the Company

BEIJING, China, October 17, 2019 — Changyou.com Limited (“Changyou” or the “Company”) (NASDAQ: CYOU), a leading online game developer and operator in China, today announced that its board of directors (the “Board”) has formed a special committee (the “Special Committee”) consisting of Dr. Xiao Chen and Mr. Charles Chan, each an independent director, to review and evaluate a previously-announcednon-binding proposal that the Board received on September 9, 2019 from Sohu.com Limited (“Sohu”)(NASDAQ: SOHU), a Cayman Islands company and the ultimate controlling shareholder of Changyou, to acquire all of the outstanding Class A ordinary shares of Changyou, 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 (the “Proposal”). The Special Committee has retained Houlihan Lokey (China) Limited as its financial advisor and Skadden, Arps, Slate, Meagher & Flom as its United States legal counsel in connection with its review and evaluation of the Proposal.

The Company cautions its shareholders and others that the Proposal isnon-binding and incomplete, and that neither the Board nor the Special Committee has made any decision with respect to the Company’s response to the Proposal.

Safe Harbor Statement

This announcement may contain forward-looking statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The Company 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 Sohu will make any definitive offer to the Company, that any definitive agreement relating to the Proposal Letter will be entered into between the Company and Sohu; or that the Proposed Transaction or any other similar transaction will be approved or consummated.

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/.


LOGO

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


Webplus: CYOU/20191017/6-K_1/1/000.htm SEC Original: d819891d6k.htm
Press Release non-binding 99.1 Non-Binding Press release: “Changyou.com Announces Formation of Independent Special Committee to Review Preliminary CHANGYOU.COM LIMITED Yaobin Wang, Chief Financial Officer 6-K 1 d819891d6k.htm FORM 6-K



6-K 1 d819891d6k.htm FORM 6-K


Press Release

On Oct 17, 2019, the registrant announced that its board of directors (the “Board”) has formed a special committee to review and evaluate a previously-announcednon-binding proposal that the Board received on Sep 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 Changyou, 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 (the “Proposal”). The special committee has retained Houlihan Lokey (China) Limited as its financial advisor and Skadden, Arps, Slate, Meagher & Flom as its United States legal counsel in connection with its review and evaluation of the Proposal. A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Exhibit

99.1 Press release: “Changyou.com Announces Formation of Independent Special Committee to Review PreliminaryNon-Binding Proposal to Acquire the Company”


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.

CHANGYOU.COM LIMITED
By:

/s/ Yaobin Wang

Yaobin Wang,
Chief Financial Officer

Date: October 17, 2019

Company Info:

Ticker: CYOU, Company: Changyou.com Ltd, Type: 6-K, Date: 2019-10-17CIK: 0001458696, Location: F4, SIC: 7372, SIC Desc: SERVICES-PREPACKAGED SOFTWARE
Business Phone & Address:
EAST TOWER, JING YAN BUILDING, NO. 29 SHIJINGSHAN ROAD
BEIJING 100043

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By | 2019-10-18T03:32:02+00:00 October 17th, 2019|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments

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