(Name of Subject Company (Issuer) and Filing Person (as Offeror))
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
With copies to:
Transaction Valuation*: | Amount of Filing Fee**: | |||
$50,000,000 | $ | 5,810 |
* | Calculated solely for purposes of determining the filing fee. This amount is based upon the offer to purchase for not more than $50,000,000 an aggregate of up to 20,833,333 of the American Depositary Shares of Renren Inc. at a price not greater than $2.75 and not less $2.40 per American Depositary Share in cash. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $116.20 for each $1,000,000 of the value of the transaction. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $5,810 | Filing Party: Renren Inc. | |
Form or Registration No.: Schedule TO | Date Filed: April 2, 2015 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
o | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the SEC) on April 2, 2015, as amended and supplemented by the Amendment No. 1 filed with the SEC on April 16, 2015 (the Schedule TO), and relates to the offer by Renren Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Company) to purchase up to $50 million in value of its American Depositary ADSs (the ADSs), each representing three Class A ordinary shares, par value $0.001 per share, at a price not greater than $2.75 nor less than $2.40 per ADS, net to the seller in cash, less any applicable withholding taxes, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to Citibank, N.A., the Companys ADS depositary, and without interest. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 2, 2015 (the Offer to Purchase) and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer), copies of which were previously filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended.
Except as amended hereby to the extent specifically provided herein, all the terms of the Offer and all the other disclosure set forth in the Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. This Amendment should be read in conjunction with the Schedule TO and all exhibits thereto.
Item 4. | Terms of the Transaction. |
Item 4 of the Schedule TO is hereby amended and supplemented by adding the following paragraph to the end thereof:
The Offer expired at 12:00 midnight, New York City Time, at the end of Wednesday, April 29, 2015. The Company accepted for purchase an aggregate of 154,643 ADSs at a purchase price of $2.75 per ADS (less a cancellation fee of $0.05 per ADS to be paid to the Companys ADS depositary). The aggregate cost of the ADSs to the Company will be $425,268.25, including the cancellation fee and excluding other fees and expenses relating to the Offer. These ADSs represent approximately 0.12% of the total number of ADSs outstanding as of April 29, 2015. Immediately following its purchase of the tendered ADSs, the Company expects to have 713,882,448 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 305,388,450 Class B ordinary shares issued and outstanding.
Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:
On April 30, 2015, the Company issued a press release announcing the results of the Offer, which expired at midnight Eastern Daylight Time on Wednesday, April 29, 2015. A copy of such press release is filed herewith as Exhibit (a)(5)(ii) and is incorporated herein by reference.
Item 12. | Exhibits. |
The information contained in Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented to add the following:
(a)(5)(ii) Press Release announcing the results of the Offer, dated April 30, 2015.
1
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2015
RENREN INC.
By: | /s/ Joseph Chen |
Name: Joseph Chen
Title: Chairman of the Board of Directors
and Chief Executive Officer
Exhibit No. | Description | |
(a)(1)(i)* | Offer to Purchase, dated April 2, 2015 (incorporated by reference to Exhibit (a)(1)(i) to our Tender Offer Statement on Schedule TO-I. | |
(a)(1)(ii)* | Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated by reference to Exhibit (a)(1)(ii) to our Tender Offer Statement on Schedule TO-I. | |
(a)(1)(iii)* | Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to our Tender Offer Statement on Schedule TO-I. | |
(a)(1)(iv)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(v)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(5)(i)* | Press release announcing the commencement of the Offer, dated April 2, 2015. | |
(a)(5)(ii) | Press release announcing the results of the Offer, dated April 30, 2015. | |
(d)(1) | Deposit Agreement, dated as of May 4, 2011, by and among the Registrant, Citibank, N.A., as depositary, and the holders of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8 (file no. 333-177366), filed with the SEC on October 18, 2011). | |
(d)(2) | Amended and Restated Investors Rights Agreement between the Registrant and other parties therein, dated as of April 4, 2008, as amended (incorporated by reference to Exhibit 4.6 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). | |
(d)(3) | Form of Registration Rights Agreement between the Registrant and other parties therein (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). | |
(d)(4) | 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). | |
(d)(5) | 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). | |
(d)(6) | 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). | |
(d)(7) | 2011 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (file no. 333-173548), as amended, initially filed with the SEC on April 15, 2011). |
* | Previously filed on April 2, 2015. |
Exhibit (a)(5)(ii)
Renren Announces Results of its Dutch Auction Tender Offer
BEIJING, China, April 30, 2015 — Renren Inc. (NYSE: RENN) (“Renren” or the “Company”), a leading real-name social networking internet platform in China, announced today the results of its previously announced Dutch auction tender offer to purchase for cash up to $50 million in value of its American Depositary Shares (the “ADSs”), each representing three Class A ordinary shares of the Company, par value $0.001 per share, at a purchase price not greater than $2.75 per ADS nor less than $2.40 per ADS (in each case less a cancellation fee of $0.05 per ADS to be paid to the Company’s ADS depositary), which expired at midnight, Eastern Daylight Time, on Wednesday, April 29, 2015.
Based on the count by Citibank, N.A., the depositary for the tender offer, an aggregate of 154,643 ADSs were properly tendered and not withdrawn at prices at or below $2.75, including 20,200 ADSs tendered by Notice of Guaranteed Delivery. Accordingly, pursuant to the terms of the tender offer and applicable securities laws, the Company has accepted for purchase 154,643 ADSs at a purchase price of $2.75 per ADS (less a cancellation fee of $0.05 per ADS to be paid to the Company’s ADS depositary). The aggregate purchase price that the Company will pay for the ADSs will be $425,268.25, including the cancellation fee and excluding other fees and expenses relating to the tender offer.
The Company has instructed the depositary for the tender offer to promptly make payment on its behalf for the ADSs validly tendered and accepted for purchase. Immediately following its purchase of the tendered ADSs, the Company expects to have 713,882,448 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 305,388,450 Class B ordinary shares issued and outstanding.
If you have any questions regarding the tender offer, please contact Georgeson Inc., the information agent for the tender offer, at (866) 821-0284 (toll-free), or Morgan Stanley & Co. LLC, the dealer manager for the tender offer, at (855) 483-0952 (toll-free).
About Renren Inc.
Renren Inc. (NYSE: RENN) operates a leading real name social networking internet platform in China. It enables users to connect and communicate with each other, share information and user generated content, play online games, and enjoy a wide range of other features and services. Renren’s businesses primarily include the main social networking website renren.com and the game operating platform Renren Games. Renren.com had approximately 223 million activated users as of December 31, 2014. Renren’s American depositary shares, each of which represents three Class A ordinary shares, trade on NYSE under the symbol “RENN”.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about Renren’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these risks and uncertainties is included in our annual report on Form 20-F and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and Renren does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
Cynthia Liu
Investor Relations Department
Renren Inc.
Tel: +86 (10) 8448-1818 x1300
Email: ir@renren-inc.com