BN 06/17 10:42 *QIHOO 360 GETS A PRELIMINARY NON-BINDING PROPOSAL $77.00/ADS
BN 06/17 10:41 *QIHOO 360 GETS A PRELIMINARY NON-BINDING PROPOSAL TO BUY CO.
BN 06/17 10:41 *QIHOO 360 GETS A PRELIMINARY NON-BINDING PROPOSAL TO BUY CO.
Qihoo 360 Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
2015-06-17 10:41:32.902 GMT
Qihoo 360 Announces Receipt of a Preliminary Non-Binding Proposal to Acquire
the Company
PR Newswire
BEIJING, June 17, 2015
BEIJING, June 17, 2015 /PRNewswire/ -- Qihoo 360 Technology Co. Ltd. ("Qihoo
360" or the "Company") (NYSE: QIHU), a leading Internet company in China,
today announced that its board of directors (the "Board") has received a
preliminary non-binding proposal letter, dated June 17, 2015, from Mr. Hongyi
Zhou, chairman and chief executive officer of the Company, CITIC Securities
Co. Ltd. or its affiliates, Golden Brick Capital Private Equity Fund I L.P.,
China Renaissance Holdings Limited or its affiliates and Sequoia Capital China
I, L.P. and/or its affiliates, to acquire all of the outstanding Class A and
Class B ordinary shares of the Company not owned by them or their affiliates,
including Class A ordinary shares represented by American depositary shares
(the "ADSs", each two representing three Class A ordinary shares), for $51.33
in cash per Class A or Class B ordinary share, or $77.00 in cash per ADS. A
copy of the proposal letter is attached hereto as Exhibit A.
The Board intends to form a special committee consisting of independent
directors to consider the proposal. The Board expects that the special
committee will retain independent advisors, including independent financial
and legal advisors, to assist it in this process.
The Board cautions the Company's shareholders and others considering trading
the Company's securities that the Board has just received the proposal letter
and has not had an opportunity to carefully review and evaluate the proposal
or make any decision with respect to the Company's response to the proposal.
There can be no assurance that any definitive offer will be made, that any
definitive agreement will be executed relating to the proposed transaction or
that this or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates with respect
to this or any other transaction, except as required under applicable law.
About Qihoo 360
Qihoo 360 Technology Co. Ltd. (NYSE: QIHU) is a leading Internet company in
China. The Company is also the number one provider of Internet and mobile
security products in China as measured by its user base, according to
iResearch. Qihoo 360 also provides users with secure access points to the
Internet via its market leading web browsers and application stores. The
Company has built one of the largest open Internet platforms in China and
monetizes its massive user base primarily through online advertising and
through Internet value-added services on its open platform.
Forward-looking Statements
This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these forward-
looking statements by terminology such as "will," "expects," "believes,"
"anticipates," "intends," "estimates" and similar statements. These
forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and assumptions about Qihoo 360 and the
proposal. All information provided in this press release is as of the date of
the press release, and Qihoo 360 undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events or
circumstances, or changes in its expectations, except as may be required by
law. Although Qihoo 360 believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that its
expectations will turn out to be correct, and investors are cautioned that
actual results may differ materially from the anticipated results. Further
information regarding risks and uncertainties faced by Qihoo 360 is included
in Qihoo 360's filings with the U.S. Securities and Exchange Commission,
including its annual report on Form 20-F dated April 27, 2015.
Qihoo 360 Contact:
For investor and media inquiries, please contact:
In China:
Tel: +86 10-5878-1574
E-mail: ir@360.cn
In the U.S.:
The Piacente Group, Inc.
Don Markley or Glenn Garmont
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
Exhibit A
Preliminary Non-binding Proposal to Acquire Qihoo 360 Technology Co. Ltd.
June 17, 2015
The Board of Directors
Qihoo 360 Technology Co. Ltd.
Building No.2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015
People's Republic of China
Dear Members of the Board of Directors,
We, Hongyi Zhou, chairman and chief executive officer of Qihoo 360 Technology
Co. Ltd. (the "Company"), CITIC Securities Co. Ltd. or its affiliates, Golden
Brick Capital Private Equity Fund I L.P., China Renaissance Holdings Limited
or its affiliates and Sequoia Capital China I, L.P., and/or its affiliates
(together with chairman Zhou, the "Consortium Members"), are pleased to submit
this preliminary non-binding proposal (the "Proposal") to acquire all of the
outstanding Class A and Class B ordinary shares of the Company that are not
already owned by us on the principal terms and conditions described in this
letter (the "Transaction").
We believe that our Proposal provides a very attractive opportunity to the
Company's shareholders. Our Proposal represents a premium of 16.6% to the
closing price of the Company's American depositary shares ("ADSs", every two
ADSs representing three Class A ordinary shares) on June 16, 2015 and a
premium of 32.7% to the average closing price of the Company's ADSs during the
last 30 trading days.
Set forth below are the key terms of our Proposal.
1. Consortium. The Consortium Members will form an acquisition vehicle for
the purpose of implementing the Transaction. Please also note that the
Consortium Members who are shareholders are currently interested only in
pursuing the Transaction and are not interested in selling their shares in any
other transaction involving the Company.
2. Transaction and Purchase Price. We propose to acquire all of the
outstanding Class A and Class B ordinary shares of the Company and ADSs not
already owned by us at a purchase price equal to US$51.33 per Class A and
Class B ordinary share, or US$77.00 per ADS, as the case may be, in cash
through a one-step merger of an acquisition vehicle newly formed by the
Consortium Members with and into the Company.
3. Financing. We intend to finance the Transaction with a combination of debt
and/or equity capital. Equity financing will be provided by the Consortium
Members, in the form of cash and rollover equity in the Company, and from any
additional equity investor who may be admitted as a Consortium Member. Debt
financing is expected to be provided by loans from third party financial
institutions. We are confident that we can timely secure adequate financing to
consummate the Transaction.
4. Due Diligence. We believe that we will be in a position to complete
customary due diligence for the Transaction in a timely manner and in parallel
with discussions on definitive agreements.
5. Definitive Agreements. We have engaged Kirkland & Ellis International LLP
as our international legal counsel and are prepared to promptly provide and
negotiate definitive agreements for the Transaction.
6. Process. We believe that the Transaction will provide superior value to
the Company's public shareholders. We recognize of course that the board of
directors of the Company will evaluate the Transaction independently before it
can make its determination whether to endorse it. Given our involvement in the
Transaction, we would expect that the independent members of the board of
directors will proceed to consider our Proposal and the Transaction.
7. Confidentiality. Certain Consortium Members will, as required by law,
promptly file a Schedule 13D with the Securities and Exchange Commission to
disclose this letter. We are sure you will agree, however, that it is in all
of our interests to ensure that we otherwise proceed in a strictly
confidential manner, unless otherwise required by law, until we have executed
definitive agreements or terminated our discussions.
8. No Binding Commitment. This Proposal is not a binding offer, agreement or
agreement to make a binding offer or agreement at any point in the future.
This letter is a preliminary indication of interest by the Consortium Members
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 in favor of any person. The parties will be bound only upon the
execution of mutually agreeable definitive documentation.
9. Governing Law. This letter shall be governed by, and construed in
accordance with, the internal laws of the State of New York.
In closing, we would like to express our commitment to working together to
bring this Transaction to a successful and timely conclusion. Should you have
any questions regarding this Proposal, please do not hesitate to contact us.
We look forward to hearing from you.
Sincerely,
/s/ Hongyi Zhou
Hongyi Zhou
CITIC Securities Co. Ltd.
By: /s/ Dongming Wang
Name: Dongming Wang
Golden Brick Capital Private Equity Fund I L.P.
By: Golden Brick Capital Fund GP L.P., its general partner
By: Golden Brick Capital Fund GP Ltd., its general partner
By: /s/ Xueliang Chen
Name: Xueliang Chen
China Renaissance Holdings Limited
By: /s/ Fan Bao
Name: Fan Bao
Sequoia Capital China I, L.P.
By: /s/ Neil Nanpeng Shen
Name: Neil Nanpeng Shen
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/qihoo-360-announces-receipt-of-a-preliminary-non-binding-proposal-to-acquire-the-company-300100580.html
SOURCE Qihoo 360 Technology Co. Ltd.
-0- Jun/17/2015 10:41 GMT
2015-06-17 10:41:32.902 GMT
Qihoo 360 Announces Receipt of a Preliminary Non-Binding Proposal to Acquire
the Company
PR Newswire
BEIJING, June 17, 2015
BEIJING, June 17, 2015 /PRNewswire/ -- Qihoo 360 Technology Co. Ltd. ("Qihoo
360" or the "Company") (NYSE: QIHU), a leading Internet company in China,
today announced that its board of directors (the "Board") has received a
preliminary non-binding proposal letter, dated June 17, 2015, from Mr. Hongyi
Zhou, chairman and chief executive officer of the Company, CITIC Securities
Co. Ltd. or its affiliates, Golden Brick Capital Private Equity Fund I L.P.,
China Renaissance Holdings Limited or its affiliates and Sequoia Capital China
I, L.P. and/or its affiliates, to acquire all of the outstanding Class A and
Class B ordinary shares of the Company not owned by them or their affiliates,
including Class A ordinary shares represented by American depositary shares
(the "ADSs", each two representing three Class A ordinary shares), for $51.33
in cash per Class A or Class B ordinary share, or $77.00 in cash per ADS. A
copy of the proposal letter is attached hereto as Exhibit A.
The Board intends to form a special committee consisting of independent
directors to consider the proposal. The Board expects that the special
committee will retain independent advisors, including independent financial
and legal advisors, to assist it in this process.
The Board cautions the Company's shareholders and others considering trading
the Company's securities that the Board has just received the proposal letter
and has not had an opportunity to carefully review and evaluate the proposal
or make any decision with respect to the Company's response to the proposal.
There can be no assurance that any definitive offer will be made, that any
definitive agreement will be executed relating to the proposed transaction or
that this or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates with respect
to this or any other transaction, except as required under applicable law.
About Qihoo 360
Qihoo 360 Technology Co. Ltd. (NYSE: QIHU) is a leading Internet company in
China. The Company is also the number one provider of Internet and mobile
security products in China as measured by its user base, according to
iResearch. Qihoo 360 also provides users with secure access points to the
Internet via its market leading web browsers and application stores. The
Company has built one of the largest open Internet platforms in China and
monetizes its massive user base primarily through online advertising and
through Internet value-added services on its open platform.
Forward-looking Statements
This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these forward-
looking statements by terminology such as "will," "expects," "believes,"
"anticipates," "intends," "estimates" and similar statements. These
forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and assumptions about Qihoo 360 and the
proposal. All information provided in this press release is as of the date of
the press release, and Qihoo 360 undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events or
circumstances, or changes in its expectations, except as may be required by
law. Although Qihoo 360 believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that its
expectations will turn out to be correct, and investors are cautioned that
actual results may differ materially from the anticipated results. Further
information regarding risks and uncertainties faced by Qihoo 360 is included
in Qihoo 360's filings with the U.S. Securities and Exchange Commission,
including its annual report on Form 20-F dated April 27, 2015.
Qihoo 360 Contact:
For investor and media inquiries, please contact:
In China:
Tel: +86 10-5878-1574
E-mail: ir@360.cn
In the U.S.:
The Piacente Group, Inc.
Don Markley or Glenn Garmont
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
Exhibit A
Preliminary Non-binding Proposal to Acquire Qihoo 360 Technology Co. Ltd.
June 17, 2015
The Board of Directors
Qihoo 360 Technology Co. Ltd.
Building No.2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015
People's Republic of China
Dear Members of the Board of Directors,
We, Hongyi Zhou, chairman and chief executive officer of Qihoo 360 Technology
Co. Ltd. (the "Company"), CITIC Securities Co. Ltd. or its affiliates, Golden
Brick Capital Private Equity Fund I L.P., China Renaissance Holdings Limited
or its affiliates and Sequoia Capital China I, L.P., and/or its affiliates
(together with chairman Zhou, the "Consortium Members"), are pleased to submit
this preliminary non-binding proposal (the "Proposal") to acquire all of the
outstanding Class A and Class B ordinary shares of the Company that are not
already owned by us on the principal terms and conditions described in this
letter (the "Transaction").
We believe that our Proposal provides a very attractive opportunity to the
Company's shareholders. Our Proposal represents a premium of 16.6% to the
closing price of the Company's American depositary shares ("ADSs", every two
ADSs representing three Class A ordinary shares) on June 16, 2015 and a
premium of 32.7% to the average closing price of the Company's ADSs during the
last 30 trading days.
Set forth below are the key terms of our Proposal.
1. Consortium. The Consortium Members will form an acquisition vehicle for
the purpose of implementing the Transaction. Please also note that the
Consortium Members who are shareholders are currently interested only in
pursuing the Transaction and are not interested in selling their shares in any
other transaction involving the Company.
2. Transaction and Purchase Price. We propose to acquire all of the
outstanding Class A and Class B ordinary shares of the Company and ADSs not
already owned by us at a purchase price equal to US$51.33 per Class A and
Class B ordinary share, or US$77.00 per ADS, as the case may be, in cash
through a one-step merger of an acquisition vehicle newly formed by the
Consortium Members with and into the Company.
3. Financing. We intend to finance the Transaction with a combination of debt
and/or equity capital. Equity financing will be provided by the Consortium
Members, in the form of cash and rollover equity in the Company, and from any
additional equity investor who may be admitted as a Consortium Member. Debt
financing is expected to be provided by loans from third party financial
institutions. We are confident that we can timely secure adequate financing to
consummate the Transaction.
4. Due Diligence. We believe that we will be in a position to complete
customary due diligence for the Transaction in a timely manner and in parallel
with discussions on definitive agreements.
5. Definitive Agreements. We have engaged Kirkland & Ellis International LLP
as our international legal counsel and are prepared to promptly provide and
negotiate definitive agreements for the Transaction.
6. Process. We believe that the Transaction will provide superior value to
the Company's public shareholders. We recognize of course that the board of
directors of the Company will evaluate the Transaction independently before it
can make its determination whether to endorse it. Given our involvement in the
Transaction, we would expect that the independent members of the board of
directors will proceed to consider our Proposal and the Transaction.
7. Confidentiality. Certain Consortium Members will, as required by law,
promptly file a Schedule 13D with the Securities and Exchange Commission to
disclose this letter. We are sure you will agree, however, that it is in all
of our interests to ensure that we otherwise proceed in a strictly
confidential manner, unless otherwise required by law, until we have executed
definitive agreements or terminated our discussions.
8. No Binding Commitment. This Proposal is not a binding offer, agreement or
agreement to make a binding offer or agreement at any point in the future.
This letter is a preliminary indication of interest by the Consortium Members
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 in favor of any person. The parties will be bound only upon the
execution of mutually agreeable definitive documentation.
9. Governing Law. This letter shall be governed by, and construed in
accordance with, the internal laws of the State of New York.
In closing, we would like to express our commitment to working together to
bring this Transaction to a successful and timely conclusion. Should you have
any questions regarding this Proposal, please do not hesitate to contact us.
We look forward to hearing from you.
Sincerely,
/s/ Hongyi Zhou
Hongyi Zhou
CITIC Securities Co. Ltd.
By: /s/ Dongming Wang
Name: Dongming Wang
Golden Brick Capital Private Equity Fund I L.P.
By: Golden Brick Capital Fund GP L.P., its general partner
By: Golden Brick Capital Fund GP Ltd., its general partner
By: /s/ Xueliang Chen
Name: Xueliang Chen
China Renaissance Holdings Limited
By: /s/ Fan Bao
Name: Fan Bao
Sequoia Capital China I, L.P.
By: /s/ Neil Nanpeng Shen
Name: Neil Nanpeng Shen
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/qihoo-360-announces-receipt-of-a-preliminary-non-binding-proposal-to-acquire-the-company-300100580.html
SOURCE Qihoo 360 Technology Co. Ltd.
-0- Jun/17/2015 10:41 GMT