Sohu.com’s Merger With Changyou.com


Skadden served as U.S. legal counsel to the Changyou Special Committee.

Sohu.com Limited (“Sohu”), China’s leading online media, video, search and gaming business group, announced that its wholly-owned subsidiary Sohu.com (Game) Limited (“Sohu Game”) and a newly-formed wholly-owned subsidiary of Sohu Game, Changyou Merger Co. Limited (“Merger Co.”, and together with Sohu and Sohu Game, the “Sohu Group”), have entered into a definitive Agreement and Plan of Merger with Changyou.com Limited (“Changyou”), pursuant to which the Sohu Group will acquire all outstanding shares of Changyou that Sohu does not already beneficially own in an all-cash transaction implying an equity value of Changyou of approximately $579.0 million.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger each Class A ordinary share of Changyou issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, will be cancelled and cease to exist, in exchange for the right to receive $5.40 in cash without interest, and each outstanding American depositary share of Changyou, other than the ADSs representing the Excluded Shares, will be cancelled in exchange for the right to receive $10.80 in cash without interest.

Houlihan Lokey (China) Limited served as financial advisor to a committee of independent and disinterested directors established by the Changyou Board. The validity of the Merger and certain other legal matters with respect to the Cayman Islands law are passed upon and advised by Conyers Dill & Pearman.

The Skadden team included corporate partner Peter Huang (Picture), and associates Jian Wang and Yakun Liu. All attorneys are located in Beijing.

Involved fees earner: Peter Huang – Skadden Arps Slate Meager & Flom; Yakun Liu – Skadden Arps Slate Meager & Flom; Jian Wang – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Changyou.com Limited – Changyou Special Committee;