Changyou.com Limited (NASDAQ: CYOU)
According to the Complaint, Changyou.com Limited is a leading online game developer and operator in China as measured by the popularity of its PC game TLBB and its mobile game Legacy TLBB Mobile. Changyou also engages in the development, operation and licensing of its massively multi-player online role-playing games, which are interactive games that may be played simultaneously by hundreds of thousands of game players.
On January 24, 2020, Changyou, Sohu.com (Game) Limited (“Sohu Game”), Sohu.com, and Merger Co. entered into an agreement and plan of merger (the “Merger Agreement”), whereby Merger Co. agreed to merge with and into Changyou (the “Merger”). As part of the Merger, Shou.com agreed to acquire the remaining shares it did not own in Changyou for $5.40 per Class A share and $10.80 per ADS.
On February 14, 2020, Changyou, Sohu.com, Sohu Game, and Merger Co. jointly filed a Rule 13E-3 Transaction Statement under Section 13(e) of the Securities Exchange Act (the “Transaction Statement”). The Complaint alleges that the Transaction Statement contained false and misleading statements regarding the existence of dissenters’ rights (also known as appraisal rights) pursuant to Cayman Islands law.