Exhibit (c) (1)
January 23, 2020
The Special Committee of the Board of Directors of Changyou.com Limited
Changyou Building, Raycom Creative Industrial Park
No. 65 Bajiao East Road, Shijingshan District
Beijing 100043
People’s Republic of China
Dear Members of the Special Committee:
We understand that Sohu.com (Game) Limited (the “Sohu Game”), an indirect wholly owned subsidiary of Sohu.com Limited (“Acquiror”), Changyou Merger Co. Limited, a wholly-owned subsidiary of Sohu Game (the “Parent”), and Changyou.com Limited (the “Company”), propose to enter into the Agreement (defined below) pursuant to which, among other things, the Company will be merged with and into the Parent (the “Merger”) and that, in connection with the Merger, (a) each outstanding class A ordinary share of the Company with a par value $0.01 per share (the “Class A Ordinary Share”) (other than the Excluded Shares (as defined below) and Class A Ordinary Shares represented by the ADSs (as defined below)), will be cancelled in exchange for the right to receive $5.4 in cash without interest (the “Per Share Consideration”), (b) each outstanding American depositary share of the Company (the “ADS”), each of which representing two Class A Ordinary Shares, together with the underlying Class A Ordinary Shares (other than any Excluded Shares represented by ADSs), shall be cancelled in exchange for the right to receive $10.80 in cash without interest (the “Per ADS Consideration”, together with Per Share Consideration, the “Consideration”), subject to certain adjustments as provided for in the Agreement (as to which adjustments we express no opinion), and (c) the Company will be the surviving corporation and become a direct wholly owned subsidiary of Sohu Game. For the purpose of this opinion letter, “Excluded Shares” means, collectively, (i) 70,250,000 class B ordinary shares (the “Class B Ordinary Shares”, collectively with Class A Ordinary Shares, the “Shares”) held by Parent and 1,500,000 Class A Ordinary Shares held by Acquiror, (ii) any other Shares held by Acquiror, Sohu Game or Parent, the Company or any of their respective subsidiaries, and (iii) Shares (including Shares represented by ADSs) held by The Bank of New York Mellon and reserved for issuance, settlement and allocation upon exercise or vesting of Company Options (as defined in the Agreement).
The Special Committee (the “Committee”)of the Board of Directors (the “Board”) of the Companyhasrequested that Houlihan Lokey (China) Limited (“Houlihan Lokey”) provide an opinion (the “Opinion”) to the Committee as to whether, as of the date hereof, the Consideration to be received by the shareholders of the Company other than the Acquiror, Sohu Game, Parent or the Company or any of their respective subsidiaries (collectively, the “Unaffiliated Stockholders”) in the Merger pursuant to the Agreement is fair to them from a financial point of view.
The Special Committee of the Board of Directors of Changyou.com Limited January 23, 2020 | - 2 - |
In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:
| 1. | reviewed the Draft dated January 23, 2020 of the Agreement and Plan of Merger by and among Sohu Game, Parent and the Company (the “Agreement”); |
| 2. | reviewed certain publicly available business and financial information relating to the Company and Acquiror that we deemed to be relevant, including certain publicly available research analyst estimates (and adjustments thereto) with respect to the future financial performance of the Company; |
| 3. | reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company and Acquiror made available to us by the Company, including financial projections (and adjustments thereto) prepared by the management of the Company relating to the Company for the fiscal years ending 2019 through 2024; |
| 4. | spoken with certain members of the management of the Company regarding the respective businesses, operations, financial condition and prospects of the Company and Acquiror, the Merger and related matters; |
| 5. | compared the financial and operating performance of the Company and Acquiror with that of other public companies that we deemed to be relevant; |
| 6. | reviewed the current and historical market prices and trading volume for certain of the Company’s and the Acquiror’s publicly traded securities, and the current and historical market prices and trading volume of the publicly traded securities of certain other companies that we deemed to be relevant; |
| 7. | reviewed certificates and/or confirmation emails addressed to us from senior management of the Company which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, us by or on behalf of the Company; and |
| 8. | conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate. |
We have relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to us, discussed with or reviewed by us, or publicly available, and do not assume any responsibility with respect to such data, material and other information. In addition, managementof the Company has advised us, and we have assumed, that the financial projections (and adjustments thereto)reviewed by us have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company and the other matters covered thereby, and we express no opinion with respect to such projectionsor the assumptions on which they are based. With respect to the publicly available research analyst estimates for the Company referred to above, we have reviewed and discussed such estimates with the management of the Company and such management has advised us, and we have assumed, that such estimates represent reasonable estimates and judgments of the future financial results and condition of the Company and the other matters covered thereby, and we express no opinion with respect to such estimates or the assumptions on which they are based.We have relied upon and assumed, without independent verification, that there has been no change in the businesses, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or the Acquirorsince the respective dates of the most recent financial statements and other information, financial or otherwise, provided to us that would be material to our analyses or this Opinion, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading.
The Special Committee of the Board of Directors of Changyou.com Limited January 23, 2020 | - 3 - |
We have relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Agreementand all other related documents and instruments that are referred to therein are true and correct, (b) each party to the Agreement and suchother related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger will be satisfied without waiver thereof, and (d) the Merger will be consummated in a timely manner in accordance with the terms described in theAgreement andsuchother related documents and instruments, without any amendments or modifications thereto. We have relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable foreign,federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of the Company or the Acquiror, or otherwisehave an effect on the Merger,or the Company that would be material to our analyses or this Opinion. We have also relied upon and assumed, without independent verification, at the direction of the Company, that any adjustments to the Consideration pursuant to the Agreement will not be material to our analyses or this Opinion.In addition, we have relied upon and assumed, without independent verification, that the final form of the Agreement will not differ in any respect from the draft of the Agreement identified above.
Furthermore, in connection with this Opinion, we have not been requested to make, and have not made, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative,off-balance-sheet or otherwise) of the Company, the Acquiroror any other party, nor were we provided with any such appraisal or evaluation . We did not estimate, and express no opinion regarding, the liquidation value of any entity or business.We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or the Acquiror is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company or the Acquiror is or may be a party or is or may be subject.
We have not been requested to, and did not, (a) initiate or participate inany discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, or (c) advise the Committee, the Board or any other party with respect to alternatives to the Merger. This Opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We have not undertaken, and are under no obligation, to update, revise, reaffirm or withdraw this Opinion, or otherwise comment on or consider events occurring or coming to our attention after the date hereof.
This Opinion is furnished solely for the use of the Committee (solely in its capacity as such) in connection with its evaluation of the Merger and may not be relied upon by any other person or entity (including, without limitation, security holders, creditors or other constituencies of the Company) orusedfor any other purpose without our prior written consent. This Opinion should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. This Opinion is not intended to be, and does not constitute, a recommendation to the Committee, the Board, any security holder or any other party as to how to act or voteor make any election with respect to any matter relating to the Merger or otherwise. This Opinion may not be disclosed, reproduced, disseminated, quoted, summarized or referred to at any time, in any manner or for any purpose, nor shall any references to Houlihan Lokey or any of its affiliates be made, without the prior written consent of Houlihan Lokey.
The Special Committee of the Board of Directors of Changyou.com Limited January 23, 2020 | - 4 - |
In the ordinary course of business, certain of our employees and affiliates, as well as investment funds in which they may have financial interests or with which they mayco-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, the Acquiror, or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.
Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company,the Acquiror,other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation.In addition, Houlihan Lokey and certain of its affiliates and certain of our and their respective employees may have committed to invest in private equity or other investment funds managed or advised by the Company, the Acquiror, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may haveco-invested with the Company, the Acquiror, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, the Acquiror, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.
In addition, we will receive a fee for rendering this Opinion, a portion of which is contingent upon the successful completion of the Merger. The Company has agreed to reimburse certain of our expenses and to indemnify us and certain related parties for certain potential liabilities arising out of our engagement.
The Special Committee of the Board of Directors of Changyou.com Limited January 23, 2020 | - 5 - |
We have not been requested to opine as to, and this Opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Committee, the Board, the Company, or the Acquiror,their respective security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Consideration to the extent expressly specified herein), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company or the Acquiror, or to any other party, except if and only to the extent expressly set forth in the last sentence of this Opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available for the Company, the Acquiror or any other party,(v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s, the Acquiror’s or any other party’s security holders or other constituentsvis-à-vis any other class or group of the Company’s,Acquiror’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, the Acquiror,their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company, the Acquiror or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Consideration or otherwise. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, we have relied, with the consent of the Committee, on the assessments by the Committee, the Board, the Company, the Acquiror and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to the Company, the Acquiror and the Merger or otherwise. The issuance of this Opinion was approved by a committee authorized to approve opinions of this nature.
Based upon and subject to the foregoing, and in reliance thereon, it is our opinion that, as of the date hereof, the Consideration to be received by the Unaffiliated Stockholders of the Company in the Merger pursuant to the Agreement is fair to them from a financial point of view.
| Very truly yours, |
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| HOULIHAN LOKEY (CHINA) LIMITED |