Sohu.Com (Game) Limitedoffered to acquire an additional 32.63% stake in Changyou.com Limited (NasdaqGS:CYOU) for approximately $170 million on September 9, 2019. Sohu.Com (Game) Limited entered into a definitive agreement to acquire the remaining 33.08% stake in Changyou.com Limited (NasdaqGS:CYOU) for approximately $190 million on January 24, 2020. Under the offer, Sohu.com Limited will acquire all of the outstanding Class A ordinary shares of Changyou.com Limited, including Class A ordinary shares represented by American depositary shares (ADS) each of which represents two Class A ordinary shares, for a purchase price of $5 per Class A ordinary share or $10 per ADS. Sohu.com (Game) Limited, an indirect wholly-owned subsidiary of Sohu.com Limited, already owns all the 70.25 million Class B ordinary shares of Changyou.com Limited and 1.5 million Class A ordinary shares of Changyou.com Limited. As of January 24, 2020, pursuant to the terms of the merger agreement, Sohu.com revised deal terms to $5.4 per Class A ordinary share or $10.8 per ADS. At the effective time, each outstanding and fully-vested option to purchase Class A Ordinary Shares will be cancelled, and each holder of a Vested Option will have the right to receive an amount in cash determined by multiplying (x) the excess, if any, of $5.40 over the applicable exercise price of such Vested Options by by (y) the number of Class A Ordinary Shares underlying such Vested Option; and (ii) each outstanding but unvested option (each, an “Unvested Option”) to purchase Class A Ordinary Shares under the Company’s share incentive plans will remain outstanding and continue to vest following the Effective Time in accordance with the applicable Company share incentive plan and award agreement governing such Unvested Option in effect immediately prior to the Effective Time. Sohu.com Limited will finance the acquisition with a combination of debt financing and existing cash. Debt financing is expected to be provided by loans from one or more third-party financial institutions for which indications have been received and it is expected that commitments for the debt financing, subject to customary assumptions, terms, and conditions, will be in place when the definitive agreements are executed. On January 23, 2020, the Sohu Group executed debt commitment letter from Industrial and Commercial Bank of China Limited, Tokyo Branch for a term loan of $250 million for funding the transaction, subject to the terms and conditions set forth therein, an amount sufficient to fund in full the consummation of merger and the other transactions related thereto. The transaction would be in the form of a short-form statutory merger. Upon closing, Changyou.com Limited will become an indirect wholly-owned subsidiary of Sohu.com Limited, and Changyou.com Limited’s ADSs would be delisted from the NASDAQ Global Select Market. In the event of termination of the transaction, Sohu.com will pay a termination fee of $10 million and Changyou will pay the termination fee of $5 million. The offer is subject to execution of the definitive agreements. The Board of Changyou.com Limited is expected to form a special committee composed solely of independent directors to consider the offer. As of October 17, 2019, Board of Changyou.com formed a special committee consisting of Xiao Chen and Charles Chan, each an independent director, to review the transaction. On January 24, 2020, the Board of Directors of Changyou.com unanimously approved the transaction, on the recommendation of the special committee. The Board of Sohu approved the deal. The transaction is expected to close in the second quarter of 2020. As of April 14, 2020, the transaction is expected to close on April 17, 2020. As of April 15, 2020, transaction is expected to close on April 23, 2020. Timothy B. Bancroft of Goulston & Storrs PC, Han Kun Law Offices and Conyers Dill & Pearman acted as legal advisors and Huaxing Fanya Investment Consulting (Beijing) Co., Ltd. acted as financial advisor to Sohu.com Limited. Houlihan Lokey (China) Limited acted as financial advisor and Peter X. Huang of Skadden, Arps, Slate, Meagher & Flom acted as United States legal counsel for special committee of Changyou.com. Houlihan Lokey (China) Limited acted as fairness opinion provider to special committee of Changyou.com.