Skadden, Arps, Slate, Meagher & Flom 世達國際律師事務所 | ||||
Partners John Adebiyi¨ Christopher W. Betts Will H. Cai ^ Edward H.P. Lam¨* Haiping Li* Rory McAlpine¨ Clive W. Rough¨ Jonathan B. Stone* Alec P. Tracy* ^ (Also Admitted in California) ¨(Also Admitted in England & Wales) *(Also Admitted in New York) | 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG ________
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com | AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS | ||
Registered Foreign Lawyers Z. Julie Gao (California) Bradley A. Klein (Illinois) Gregory G.H. Miao (New York) Alan G. Schiffman (New York)
| February 26, 2016 | SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO
| ||
Christina Chalk, Senior Special Counsel
Jeff Kauten, Staff Attorney
Bryan Pitko, Attorney Advisor
Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Qihoo 360 Technology Co. Ltd., Tianjin Qixin Zhicheng Technology Co., Ltd., Tianjin Qixin Tongda Technology Co., Ltd., True Thrive Limited, New Summit Limited, Hongyi Zhou, Global Village Associates Limited, Xiangdong Qi, Young Vision Group Limited, Tianjin Xinxin Qiyuan Investment Limited Partnership and Tianjin Xinxinsheng Investment Limited Partnership Schedule 13E-3 Amendment No. 1 Filed on February 8, 2016 File No. 005-86515 |
Dear Ms. Chalk, Mr. Kauten and Mr. Pitko:
On behalf of Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 23, 2016 with respect to Amendment No. 1 to the Schedule 13E-3, File No. 005-86515 (the “Schedule 13E-3/A”) filed on February 8, 2016 by the Company and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons.
Securities and Exchange Commission February 26, 2016 Page 2 |
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Schedule 13E-3 (the “Second Amendment”) or the revised preliminary proxy statement attached as Exhibit (a)-(1) thereto (the “Revised Proxy Statement”), as the case may be, filed concurrently with the submission of this letter in response to the Staff’s comments. The Second Amendment and the Revised Proxy Statement each incorporate the changes made in response to the Staff’s comments. In addition, a marked copy of the Second Amendment and the Revised Proxy Statement indicating changes against the Schedule 13E-3/A and the preliminary proxy statement attached as Exhibit (a)-(1) to the Schedule 13E-3/A filed on February 8, 2016 (the “Preliminary Proxy Statement”), respectively, are being provided separately to the Staff via email. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Second Amendment and the Revised Proxy Statement as applicable. To the extent any response relates to information concerning Tianjin Qixin Zhicheng Technology Co., Ltd., Tianjin Qixin Tongda Technology Co., Ltd., True Thrive Limited, New Summit Limited, Hongyi Zhou, Global Village Associates Limited, Xiangdong Qi, Young Vision Group Limited, Tianjin Xinxin Qiyuan Investment Limited Partnership and Tianjin Xinxinsheng Investment Limited Partnership, such response is included in this letter based on information provided to the Company and us by such other persons or their representatives.
Preliminary Proxy Statement on Schedule 14A
Annex C: Opinion of J.P. Morgan Securities (Asia Pacific) Limited as Financial Advisor
| 1. | We have considered your response to prior comment 31. The statement indicating that JP Morgan has not “assumed responsibility or liability for independently verifying” information provided to it by the Company for purposes of the fairness opinion represents an inappropriate disclaimer. Please revise to remove this statement. |
In response to the Staff’s comment, the Preliminary Proxy Statement has been revised. Please refer to page 55 of the Revised Proxy Statement and page C-2 of Annex C to the Revised Proxy Statement.
* * *
Securities and Exchange Commission February 26, 2016 Page 3 |
Please note that attached hereto asExhibit A is the written acknowledgement by each of the Company, Tianjin Qixin Zhicheng Technology Co., Ltd., Tianjin Qixin Tongda Technology Co., Ltd., True Thrive Limited, New Summit Limited, Hongyi Zhou, Global Village Associates Limited, Xiangdong Qi, Young Vision Group Limited, Tianjin Xinxin Qiyuan Investment Limited Partnership and Tianjin Xinxinsheng Investment Limited Partnership.
If you have any questions regarding the foregoing or wish to discuss any aspect of the proposed merger or the Company’s filings, please contact the undersigned by phone at +852-3740-4863 or by e-mail at julie.gao@skadden.com.
| Very truly yours, | |
| Skadden, Arps, Slate, Meagher & Flom | |
| /s/ Z. Julie Gao Z. Julie Gao |
Enclosures
| cc: | Dr. Eric X. Chen |
| Mr. Alex Zuoli Xu |
| Qihoo 360 Technology Co. Ltd. |
| Mr. Hongyi Zhou |
| Tianjin Qixin Zhicheng Technology Co., Ltd. |
| Tianjin Qixin Tongda Technology Co., Ltd. |
| True Thrive Limited |
| New Summit Limited |
| Mr. Huan Hu |
| Global Village Associates Limited |
| Mr. Xiangdong Qi |
| Young Vision Group Limited |
| Peter X. Huang, Esq. |
| Daniel Dusek, Esq. |
| Skadden, Arps, Slate, Meagher & Flom LLP |
| David Zhang, Esq. |
| Jesse Sheley, Esq. |
| Kirkland & Ellis |
| Eugene Lee, Esq. |
| Latham & Watkins |
Exhibit A
Acknowledgement
In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 23, 2016 with respect to Amendment No. 1 to the Schedule 13E-3, File No. 005-86515 (the “Schedule 13E-3”), filed on February 8, 2016 by Qihoo 360 Technology Co. Ltd. and the other filing persons named therein, each of the undersigned hereby acknowledges that in connection with Amendment No. 2 to Schedule 13E-3 filed concurrently with the submission of this response, as well as any subsequent amendment thereto filed with the Commission:
| · | the filing person is responsible for the adequacy and accuracy of the disclosure in the filings; |
| · | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| · | the filing person may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Qihoo 360 Technology Co. Ltd. | |||
| By | /s/ Eric X. Chen | ||
| Name: | Eric X. Chen | ||
| Title: | Director, Chairman of the Special Committee | ||
Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司) | |||
| By | /s/ Hongyi Zhou | ||
| Name: | Hongyi Zhou | ||
| Title: | Legal Representative | ||
Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司) | |||
| By | /s/ Hongyi Zhou | ||
| Name: | Hongyi Zhou | ||
| Title: | Legal Representative | ||
True Thrive Limited (诚盛有限公司) | |||
| By | /s/ Hongyi Zhou | ||
| Name: | Hongyi Zhou | ||
| Title: | Director | ||
New Summit Limited (新峰有限公司) | |||
| By | /s/ Hongyi Zhou | ||
| Name: | Hongyi Zhou | ||
| Title: | Director | ||
| Hongyi Zhou | |||
/s/ Hongyi Zhou | |||
Global Village Associates Limited | |||
| By | /s/ Huan Hu | ||
| Name: | Huan Hu | ||
| Title: | Director | ||
| Xiangdong Qi | |||
/s/ Xiangdong Qi | |||
| Young Vision Group Limited | |||
| By | /s/ Xiangdong Qi | ||
| Name: | Xiangdong Qi | ||
| Title: | Director | ||
Tianjin Xinxin Qiyuan Investment Limited Partnership (天津信心奇缘股权投资合伙企业 (有限合伙)) | ||
| By: | /s/ Quansheng Huo | |
| Name: Quansheng Huo | ||
Title: Authorized Signatory | ||
Tianjin Xinxinsheng Investment Limited Partnership (天津欣新盛股权投资合伙企业(有限合伙) | ||
| By: | /s/ Xiangdong Qi | |
| Name: Xiangdong Qi | ||
Title: Authorized Signatory | ||
