Press Release
On January 24, 2020, the registrant announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Sohu.com (Game) Limited (“Sohu Game”), an indirectly wholly-owned subsidiary of Sohu.com Limited (NASDAQ: SOHU, “Sohu”), and Changyou Merger Co. Limited (“Merger Co.,” and together with Sohu and Sohu Game, the “Sohu Group”), a wholly-owned subsidiary of Sohu Game, pursuant to which the registrant will be acquired by the Sohu Group in anall-cash transaction implying an equity value of the registrant of approximately $579.0 million (the “Merger”). A copy of the press release issued by the registrant regarding the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference; and a copy of the Merger Agreement is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
In connection with the Merger, the registrant will prepare and mail a Schedule13E-3 Transaction Statement (the “Schedule13E-3”). The Schedule13E-3 will be filed with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REGISTRANT, THE MERGER AND RELATED MATTERS. In addition to receiving the Schedule13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the registrant, the merger and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.
Safe Harbor Statement
This report on Form6-K includes statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those referred to in any such forward-looking statements because of risks and uncertainties, including the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger that will be discussed in the Schedule13E-3 to be filed with the SEC.
Exhibit
