Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D initially filed on November 5, 2015, as amended by Amendment No. 1 filed with the SEC on October 21, 2016 (the “Original Schedule 13D”). Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D shall remain unchanged. All capitalized terms used in this Amendment No. 2 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, as applicable.
Item 4. Purpose of Transaction.
With respect to the Original Schedule 13D, Item 4 is hereby amended by adding the following at the end thereof:
On February 24, 2017 at 10:00 am (Beijing time), an extraordinary general meeting of the shareholders of the Company was held at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing 100080, The People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the Merger Agreement, the plan of merger substantially in the form attached as Annex A to the Merger Agreement (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement, including the Merger.
On February 28, 2017, the Company and Merger Sub filed the Plan of Merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of February 28, 2017, pursuant to which the Merger became effective on February 28, 2017 (the “Effective Time”). As a result of the Merger, the Company became wholly owned by Parent.
At the Effective Time of the Merger, (a) each issued and outstanding Share, other than (i) Shares beneficially owned by each Rollover Shareholder, (ii) Shares held by Parent, the Company, or any of their subsidiaries, (iii) Shares (including ADSs representing such Shares) held by Deutsche Bank Trust Company Americas (the “ADS depositary”) and reserved for issuance and allocation pursuant to the Share Incentive Plans (as defined below) (Shares described under (i) through (iii) above are collectively referred to herein as the “Excluded Shares”), (iv) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent in accordance with Section 238 of the Cayman Islands Companies Law (the “Dissenting Shares”) and (v) Shares represented by ADSs, was canceled and ceased to exist in exchange for the right to receive $10.13 in cash without interest, and (b) each issued and outstanding ADS together with the Shares underlying such ADS (other than any ADS representing Excluded Shares) was canceled in exchange for the right to receive $30.39 in cash per ADS without interest (less $0.05 per ADS cancelation fees pursuant to the terms of the deposit agreement, dated as of October 31, 2013, by and among the Company, the ADS depositary, and the holders and beneficial owners from time to time of ADSs issued thereunder). The Excluded Shares and ADSs representing such Excluded Shares were canceled and ceased to exist for no consideration. The Dissenting Shares were canceled and each holder thereof is entitled to receive only the payment of the appraised fair value of such Dissenting Shares in accordance with Section 238 of the Cayman Islands Companies Law.
In addition, at the Effective Time, the Company (i) terminated the Company’s 2015 Share Incentive Plan and 2007 Share Incentive Plan, as amended and restated (together, the “Share Incentive Plans”), and any relevant award agreements applicable to the Share Incentive Plans, and (ii) canceled each unvested option to purchase Shares (“Company Option”) that was outstanding. There was no outstanding vested Company Option at the Effective Time. Each outstanding unvested Company Option granted under the Share Incentive Plans was canceled in exchange for an option to purchase ordinary shares, par value $0.01, of the Reporting Person (the “Converted Option”). Each Converted Option, upon exercise, will entitle the
holder to the number of ordinary shares of the Reporting Person calculated by multiplying (A) the number of Shares underlying the unvested Company Options, by (B) 0.4833, being a ratio that ensures equivalent economic value for the Company Options (calculated in good faith in compliance with the relevant award agreement with the holder of the Company Options and the Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards between the Company and the Reporting Person, dated as of December 9, 2015), divided by eight, at an exercise price and a vesting schedule to be determined by the Reporting Person so as to ensure equivalent economic value with the unvested Company Options.
As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Market (“NASDAQ”). The NASDAQ has filed Form 25 with the SEC to remove the ADSs from listing on the NASDAQ and deregister the Company’s registered securities. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to terminate its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company’s obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby replaced with the following:
(a)
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(b) As a result of the Merger, all Shares beneficially owned by the Reporting Person prior to the Effective Time were cancelled and the Reporting Person does not beneficially own any Shares or have any voting power or dispositive power over any Shares.
(c) Except for the transactions described in Item 4 of this Amendment No. 2, no transaction in any of the Shares has been effected by the Reporting Person during the past sixty (60) days.
(d) Not applicable.
(e) At the Effective Time, the Reporting Person ceased to be beneficial owners of more than five percent of the Shares.