BEIJING, March 3, 2016 /PRNewswire/ -- Qihoo 360
Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU), a
leading Internet company in China,
today announced that it has called an extraordinary general meeting
of shareholders (the "EGM"), to be held on March 30, 2016 at 10:00
a.m. (Beijing time), at
3/F, Building #2, 6 Jiuxianqiao Road, Chaoyang District,
Beijing 100015, People's Republic of China, to consider and
vote on, among other things, the proposal to authorize and approve
the previously announced agreement and plan of merger, dated
December 18, 2015 (the "Merger
Agreement") among the Company, Tianjin Qixin Zhicheng Technology
Co., Ltd., a limited liability company incorporated under the laws
of the PRC, Tianjin Qixin Tongda Technology Co., Ltd., a limited
liability company incorporated under the laws of the PRC, True
Thrive Limited, an exempted company incorporated with limited
liability under the laws of the Cayman
Islands ("Midco"), New Summit Limited, an exempted company
incorporated with limited liability under the laws of the
Cayman Islands ("Merger Sub"), and
solely for purposes of Section 6.19 of the Merger Agreement, Global
Village Associates Limited, a British
Virgin Islands company, and Young Vision Group Limited, a
British Virgin Islands company,
the plan of merger required to be filed with the Registrar of
Companies of the Cayman Islands,
substantially in the form attached as Exhibit A to the Merger
Agreement (the "Plan of Merger") and the transactions contemplated
thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company and cease to exist,
with the Company continuing as the surviving company (the "Merger")
and becoming a wholly owned subsidiary of Midco. If consummated,
the Merger would result in the Company becoming a private company
and its American depositary shares (the "ADSs") would no longer be
listed or traded on any stock exchange, including the New York
Stock Exchange and the Company's ADS program would be terminated.
The Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent and disinterested
directors, recommends that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on March 25, 2016 will be entitled to attend and
vote at the EGM and any adjournment thereof. ADS holders as of the
close of business in New York City
on March 7, 2016 will be entitled to
instruct The Bank of New York Mellon, the ADS depositary, to vote
the ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the U.S. Securities and Exchange Commission
(the "SEC"), which can be obtained, along with other filings
containing information about the Company, the proposed Merger and
related matters, without charge, from the SEC's website
www.sec.gov. Requests for additional copies of the
definitive proxy statement should be directed to the Company at +86
10-5878-1574 or email to ir@360.cn.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the Schedule 13E-3
transaction statement relating to the proposed Merger and the
definitive proxy statement attached thereto. Further information
regarding persons who may be deemed participants, including any
direct or indirect interests they may have, is also set forth in
the definitive proxy statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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. Forward-looking statements
involve inherent risks, uncertainties and assumptions, which
include: uncertainties as to how the Company's shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company. 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
In the U.S.:
The Piacente Group, Inc.
Don Markley
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
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SOURCE Qihoo 360 Technology Co. Ltd.