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BEIJING, CHINA, March 17, 2009 ¨C Sohu.com Inc. (¡°Sohu¡±) (Nasdaq: SOHU),
China's leading online media, communications, search, online games and mobile
value-added services company, today announced that its massively multi-player
online role-playing games (or ¡°MMORPGs¡±) subsidiary Changyou.com Limited
(¡°Changyou¡±) has filed a registration statement on Form F¨C1 with the U. S.
Securities and Exchange Commission (or the ¡°SEC¡±) for an initial public offering
(or ¡°IPO¡±) of American Depositary Shares (or ¡°ADSs¡±). Each ADS represents
two Class A ordinary shares of Changyou and the estimated price for each ADS
offered ranges from $14.00 to $16.00. The registration statement has not yet
become effective. The ADSs may not be sold, nor may any offers to buy be
accepted, prior to the time the registration statement becomes effective.
Dr Charles Zhang, Chairman and CEO of Sohu, commented that he believes that
this IPO of Changyou will provide Changyou a sharper focus on the MMORPG
business and related strategic opportunities. In addition, Dr. Zhang has said
that he believes that the IPO will benefit Sohu as Changyou's continuing
majority shareholder, by allowing Changyou to motivate and retain its management
and employees and enhance their accountability, by providing incentive
compensation programs tied to the market performance of Changyou's ADSs and its
financial results.
Changyou's Initial Public Offering Structure
A total of
7,500,000 ADSs of Changyou will be offered for sale. Of this total, 3,750,000
ADSs will represent newly-issued Class A ordinary shares being offered for
sale by Changyou and 3,750,000 ADSs will represent Class A ordinary shares being
offered for sale by Sohu.com (Game) Limited (¡°Sohu Game¡±), an indirect
wholly-owned subsidiary of Sohu. Proceeds to each of Changyou and Sohu Game from
ADSs sold in the offering are expected to be approximately $52.3 million, and
the total proceeds are expected to be approximately $104.6 million, assuming an
initial public offering price per ADS of $15.00, which is the midpoint of the
estimated public offering price range, and after deducting underwriting
commissions but without deducting any offering expenses payable by Changyou or
Sohu Game.
In addition, up to 15% of the 7,500,000 ADSs being offered initially, or up
to 1,125,000 additional ADSs (or the ¡°Greenshoe¡±), will be available for
purchase by the underwriters from Sohu Game to cover over-allotments, at any
time within 30 days after the effectiveness of the registration statement.
After the offering, Sohu Game will continue to hold Class B ordinary shares
of Changyou. Each Class B ordinary share is entitled to ten votes per
share on any matter brought to a vote of Changyou shareholders, whereas Class A
ordinary shares (which the ADSs represent) are entitled to one vote per share.
Accordingly, assuming that the underwriters do not exercise their
over-allotment option, after the offering is completed Sohu will hold
approximately 70.7% of the total outstanding equity interests in Changyou, but
will control 81.5% of the total voting power.
Credit Suisse and Merrill Lynch & Co. will act as joint book-runners for
the offering. Senior manager and manager of the offering are Citi and
Susquehanna Financial Group, LLLP, respectively.
Financial Implications to Sohu
Sohu wishes to highlight the following key metrics regarding the impact on
Sohu of the offering if it is completed (as presented, these metrics assume that
the underwriters do not exercise their over-allotment option):
- As of the date of Changyou's filing of the registration statement, Sohu,
through Sohu Game, owned 84.2% of outstanding shares in Changyou and Prominence
Investments Ltd. (¡°Prominence¡±), an entity deemed under applicable SEC rules to
be beneficially owned by Changyou management, owned the remaining 15.8%. Under
the generally accepted accounting principles in the United States, Sohu has been
consolidating 100% of Changyou's net income into Sohu's consolidated financial
statements, without any provision for minority interests, because Prominence is
not entitled to participate in any distributions by Changyou until the earlier
of Changyou's completion of an IPO or February 2012. If the offering is
completed, Sohu's equity interest in Changyou will be reduced from 84.2% to
70.7%. Sohu will continue to consolidate 100% of Changyou's revenue and
expenses, but there will be a provision for minority interests reflecting the
Class B ordinary shares held by Prominence and the Class A ordinary shares
represented by ADSs sold in the IPO and Sohu's net income and earnings per share
will be reduced accordingly.
- Sohu will recognize a one-time gain on its disposal and deemed disposal of
Changyou shares, approximately in the range of $75 to $85 million, which will be
recorded directly to equity in accordance with FAS 160 effective for fiscal
years and interim periods beginning on or after December 15, 2008.
- The Sohu Group (including Changyou and Sohu Game) would receive net proceeds
from the offering estimated to be $104.6 million assuming an initial public
offering price per ADS of $15.00, which is the midpoint of the estimated public
offering price range, and after deducting underwriting discounts and commissions
but without deducting any share of offering expenses payable by Changyou and
Sohu Game, and assuming the underwriters do not exercise the over-allotment
option. This would represent approximately $2.75 per share of common stock of
Sohu currently outstanding.
The above key metrics are summarized as follows:
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Pre-IPO |
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Post-IPO |
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Sohu's equity interests in Changyou |
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84.2% |
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70.7% |
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Sohu's voting interests in Changyou |
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84.2% |
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81.5% |
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Sohu's economic interests in Changyou as reflected in accounting
treatment |
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100.0% |
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70.7% |
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Sohu's gain on disposal of interests in Changyou as an increase in
equity |
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Not applicable |
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approximately in the range of $75 to $85 million |
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Listing proceeds per Sohu share, net of underwriting discounts and
commission |
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Not applicable |
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$2.75 |
This press release does not constitute an offer to sell, or the
solicitation of any offer to buy, in any state or jurisdiction in which such
offer or solicitation would be unlawful prior the registration or qualification
under the securities laws of any such state or jurisdiction.
Changyou.com Limited (or "Changyou"), a subsidiary of Sohu.com Inc., has
filed a registration statement on Form F-1, including a preliminary prospectus
(the "Preliminary Prospectus"), with the SEC for the offering to which this
press release relates. Before you invest, you should read the registration
statement, including the Preliminary Prospectus, and any other documents
Changyou has filed with the SEC for more complete information about Changyou and
the offering. Investors should rely upon the Preliminary Prospectus and any
relevant press release for complete details. You may get these documents and any
other documents Changyou has filed for free by visiting EDGAR on the SEC web
site at www.sec.gov. Alternatively, Changyou, any underwriter or any dealer
participating in the offering will arrange to send you the Preliminary
Prospectus if you request it by calling toll-free: Credit Suisse
(1-800-221-1037) or Merrill Lynch & Co. (1-866-500-5408) (calling these
numbers is not toll free outside the United States). You may also access
Changyou's most recent Preliminary Prospectus through the following link:
http://idea.sec.gov/Archives/edgar/data/1458696/000119312509056688/df1.htm.
Safe Harbor Statement
Statements concerning Sohu in this press release
that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements are based on
current plans, estimates and projections, and therefore you should not place
undue reliance on them. Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors could cause
actual results to differ materially from those contained in any forward-looking
statement. Potential risks and uncertainties include, but are not limited to,
the current global financial and credit markets crisis and its potential impact
on the Chinese economy, the slower growth the Chinese economy experienced during
the latter half of 2008, which could continue into 2009, the uncertain
regulatory landscape in the People's Republic of China, fluctuations in Sohu's
quarterly operating results, Sohu's historical and possible future losses and
limited operating history, and the company's reliance on online advertising
sales, online games and wireless services (most wireless revenues are collected
from a few mobile network operators) for its revenues. Further information
regarding these and other risks is included in Sohu's annual report on Form 10-K
for the year ended December 31, 2008, and other filings with the Securities and
Exchange Commission.
Sohu.com Contact
Information http://corp.sohu.com
Ms. Carol Yu Chief Financial Officer Tel: +86 10 62726666 E-mail:
carol@sohu-inc.com
Mr. James Deng Senior Finance Director Tel: +86 10
62726666 E-mail:xiufengdeng@sohu-inc.com |