SOHU » Topics » Possible Initial Public Offering of Changyou

These excerpts taken from the SOHU 10-K filed Feb 26, 2009.

Possible Initial Public Offering of Changyou

On July 28, 2008, we announced plans to submit on a confidential basis to the SEC a draft registration statement for an initial public offering, or IPO, of American Depositary Shares, or ADSs, representing ordinary shares of Changyou, a recently-organized Cayman Islands company that is our online games business subsidiary. We announced that the number and dollar amount of ADSs proposed to be offered and sold had not yet been determined.

We announced that our and Changyou’s purposes for conducting the IPO, if commenced, include allowing Sohu to focus principally on our core online media, communications, search, and mobile value-added services businesses, and providing Changyou a sharper focus on the online games business and related strategic opportunities, while we remained Changyou’s majority shareholder.

We announced that the IPO was expected to commence as market conditions permit, and was subject to Changyou’s filing with the SEC a registration statement on Form F-1 in compliance with the U.S. Securities Act of 1933, as amended, and the SEC’s declaring such registration statement effective. As of the date of this report, Changyou has not filed such a registration statement on Form F-1 with the SEC.

We made the announcement pursuant to and in accordance with Rule 135 under the Securities Act. As required by Rule 135, the announcement was not intended to be, and did not, and the disclosure in this report of our having made the announcement is not intended to be, and does not, constitute an offer of any securities for sale.

Wireless Value-added Services

We operate as a service provider to China’s leading mobile network operators, offering a wide range of wireless products focused on entertainment, information and communications. These products are available to end users via a broad choice of technologies, such as SMS, RBT, WAP, MMS, and IVR services. We provide wireless services mainly pursuant to our cooperation arrangements with all of the three Chinese mobile network operators and their provincial subsidiaries.

Possible Initial Public Offering of Changyou

SIZE="2">On July 28, 2008, we announced plans to submit on a confidential basis to the SEC a draft registration statement for an initial public offering, or IPO, of American Depositary Shares, or ADSs, representing ordinary shares of Changyou,
a recently-organized Cayman Islands company that is our online games business subsidiary. We announced that the number and dollar amount of ADSs proposed to be offered and sold had not yet been determined.

STYLE="margin-top:12px;margin-bottom:0px">We announced that our and Changyou’s purposes for conducting the IPO, if commenced, include allowing Sohu to focus principally on our core online media,
communications, search, and mobile value-added services businesses, and providing Changyou a sharper focus on the online games business and related strategic opportunities, while we remained Changyou’s majority shareholder.

STYLE="margin-top:12px;margin-bottom:0px">We announced that the IPO was expected to commence as market conditions permit, and was subject to Changyou’s filing with the SEC a registration statement on
Form F-1 in compliance with the U.S. Securities Act of 1933, as amended, and the SEC’s declaring such registration statement effective. As of the date of this report, Changyou has not filed such a registration statement on Form F-1
with the SEC.

We made the announcement pursuant to and in accordance with Rule 135 under the Securities Act. As required by Rule 135, the announcement was
not intended to be, and did not, and the disclosure in this report of our having made the announcement is not intended to be, and does not, constitute an offer of any securities for sale.

STYLE="margin-top:18px;margin-bottom:0px">Wireless Value-added Services

We operate as a service provider to
China’s leading mobile network operators, offering a wide range of wireless products focused on entertainment, information and communications. These products are available to end users via a broad choice of technologies, such as SMS, RBT, WAP,
MMS, and IVR services. We provide wireless services mainly pursuant to our cooperation arrangements with all of the three Chinese mobile network operators and their provincial subsidiaries.

STYLE="margin-top:18px;margin-bottom:0px">Competition

The Internet and Internet-related markets in China are
relatively new and rapidly evolving. There are many companies in the domestic and international markets that distribute online content, online game, and value-added telecommunications services targeting Chinese users. We now are facing more intense
competition from both domestic and international competitors for providing content and services over the Internet, including brand advertising, content, community tools, search engines, web directories, online game and wireless services.


 


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Table of Contents


Possible Initial Public Offering of Changyou

On July 28, 2008, the Company announced plans to submit on a confidential basis to the SEC a draft registration statement for an initial public offering, or IPO, of American Depositary Shares, or ADSs, representing ordinary shares of Changyou.com Limited (or Changyou), a recently-organized Cayman Islands company that is Sohu’s online games business subsidiary. The Company announced that the number and dollar amount of ADSs proposed to be offered and sold had not yet been determined.

The Company announced that Sohu’s and Changyou’s purposes for conducting the IPO, if commenced, include allowing Sohu to focus principally on its core online media, communications, search, and mobile value-added services businesses, and providing Changyou a sharper focus on the online games business and related strategic opportunities, while Sohu remained Changyou’s majority shareholder.

The Company announced that the IPO was expected to commence as market conditions permit, and was subject to Changyou’s filing with the SEC a registration statement on Form F-1 in compliance with the U.S. Securities Act of 1933, as amended, and the SEC’s declaring such registration statement effective. As of the date of this report, Changyou has not filed such a registration statement on Form F-1 with the SEC.

Possible Initial Public Offering of Changyou

STYLE="margin-top:6px;margin-bottom:0px">On July 28, 2008, the Company announced plans to submit on a confidential basis to the SEC a draft registration statement for an initial public offering, or IPO, of
American Depositary Shares, or ADSs, representing ordinary shares of Changyou.com Limited (or Changyou), a recently-organized Cayman Islands company that is Sohu’s online games business subsidiary. The Company announced that the number and
dollar amount of ADSs proposed to be offered and sold had not yet been determined.

The Company announced that Sohu’s and Changyou’s purposes for
conducting the IPO, if commenced, include allowing Sohu to focus principally on its core online media, communications, search, and mobile value-added services businesses, and providing Changyou a sharper focus on the online games business and
related strategic opportunities, while Sohu remained Changyou’s majority shareholder.

The Company announced that the IPO was expected to commence as
market conditions permit, and was subject to Changyou’s filing with the SEC a registration statement on Form F-1 in compliance with the U.S. Securities Act of 1933, as amended, and the SEC’s declaring such registration statement effective.
As of the date of this report, Changyou has not filed such a registration statement on Form F-1 with the SEC.

EXCERPTS ON THIS PAGE:

10-K (4 sections)
Feb 26, 2009
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