BEIJING, July 15, 2016 /PRNewswire/ -- Qihoo 360
Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU), a
leading Internet company in China,
today announced the completion of the merger pursuant to the
previously announced agreement and plan of merger, dated
December 18, 2015 (the "Merger
Agreement"), by and among the Company, Tianjin Qixin Zhicheng
Technology Co., Ltd., Tianjin Qixin Tongda Technology Co., Ltd.,
True Thrive Limited ("Midco"), New Summit Limited, and solely for
purposes of Section 6.19 of the Merger Agreement, Global Village
Associates Limited and Young Vision Group Limited. As a result of
the merger, the Company became a wholly owned subsidiary of Midco
and will cease to be a publicly traded company.
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on March 30, 2016, each
of the Company's class A and class B ordinary shares (the "Shares")
has been cancelled in exchange for the right to receive
$51.33 in cash without interest, and
each American Depositary Share ("ADS") of the Company, every two
ADSs representing three class A ordinary shares, has been cancelled
in exchange for the right to receive $77.00 in cash without interest, except for (a)
certain Shares (including Shares represented by ADSs) owned by
entities controlled by Mr. Hongyi
Zhou, chairman and chief executive officer of the Company,
and Mr. Xiangdong Qi, director and
president of the Company, and the Company's treasury shares, which
have been cancelled with no payment or distribution with respect
thereto; and (b) Shares held by shareholders who have validly
exercised and not effectively withdrawn or lost their rights to
dissent from the merger pursuant to Section 238 of the Companies
Law of the Cayman Islands (the
"Dissenting Shares"), which have been cancelled in exchange for the
right to receive the payment of fair value of the Dissenting Shares
in accordance with Section 238 of the Companies Law of the
Cayman Islands.
Registered shareholders immediately prior to the effective time
of the merger who are entitled to the merger consideration will
receive a letter of transmittal and instructions on how to
surrender their Shares in exchange for the merger consideration and
should wait to receive the letter of transmittal before
surrendering their Shares. Payment of the merger consideration will
be made to holders of ADSs as soon as practicable after Bank of New
York Mellon, the ADS depositary, receives the aggregate merger
consideration payable to holders of ADSs from the paying agent.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended as of 4:00 p.m.
(New York time) on July 15, 2016. The Company requested that the
NYSE file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on the
NYSE and the deregistration of the Company's registered securities.
The Company intends to terminate its reporting obligations under
the Securities Exchange Act of 1934, as amended, by promptly filing
a Form 15 with the SEC. The Company's obligation to file 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.
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 that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminologies such as "if," "will,"
"expected" and similar statements. These forward-looking statements
reflect the Company's expectations as of the date of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For investor and media inquiries, please contact:
Qihoo 360 Technology Co. Ltd.
In China:
Tel: +86 10-5878-1574
E-mail: ir@360.cn
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SOURCE Qihoo 360 Technology Co. Ltd.