Zhihu Inc SC TO-C, filed Aug 9, 2024
Zhihu Inc. (ZH)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| WASHINGTON, DC 20549 | ||
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
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Zhihu Inc. (Name of Subject Company (Issuer))
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Zhihu Inc. (Name of Filing Person (Issuer))
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Class A ordinary shares, par value US$0.000125 per share (Title of Class of Securities)
98955N 207* (CUSIP Number of Class of Securities)
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Han Wang Chief Financial Officer Zhihu Inc. +86 (10) 8271-6605
with copy to:
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Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | ||
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(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the filing person)
* CUSIP number 98955N 207 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “ZH.” One ADS represents three Class A ordinary shares.
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| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
| Check the appropriate boxes below to designate any transactions to which the statement relates: | ||
| ¨ | third-party tender offer subject to Rule 14d-1. | |
| x | issuer tender offer subject to Rule 13e-4. | |
| ¨ | going-private transaction subject to Rule 13e-3. | |
| ¨ | 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: ¨ | ||
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | ||
| x | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | |
On August 9, 2024, Zhihu Inc. (the “Company”) announced that, in connection with the proposed share buy-back by way of a tender offer previously announced, it made an application to, and has been granted by, the Securities and Futures Commission of Hong Kong for a waiver from the strict compliance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong and for consent to an extension of the latest date for the dispatch of the offer document.
The tender offer has not yet commenced and has not yet been approved by the Company’s shareholders. This communication (including the exhibits hereto) is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company pursuant to the tender offer or otherwise. As soon as practicable on the date of commencement of the tender offer, the Company intends to file a tender offer statement on Schedule TO and related materials, including the offer document, with the SEC in respect of such tender offer pursuant to Rule 13e-4 under the U.S. Securities Exchange Act of 1934, as amended. The shareholders and ADS holders are advised to carefully read these documents if and when they become available, and any amendments to these documents, in their entirety before making any decision with respect to the tender offer, because these documents will contain important information. If and when filed, the shareholders and ADS holders may obtain copies of these documents and other documents filed with the SEC for free at the SEC’s website at https://www.sec.gov. In addition, if and when filed, the Company will provide copies of such documents free of charge to the shareholders and ADS holders.
EXHIBIT INDEX
Exhibit No. |
Description | |
| 99.1 | Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of August 9, 2024. |
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement has been prepared pursuant to, and in order to comply with, the Listing Rules and the Codes, and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver.
Zhihu Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE: ZH; HKEX: 2390)
CONDITIONAL VOLUNTARY CASH OFFER BY DEUTSCHE BANK AG,
HONG KONG BRANCH ON BEHALF OF THE COMPANY TO BUY BACK
UP TO 46,921,448 CLASS A ORDINARY SHARES (INCLUDING IN THE
FORM OF AMERICAN DEPOSITARY SHARES) AT A PRICE OF HK$9.11
PER CLASS A ORDINARY SHARE (EQUIVALENT OF US$3.50 PER ADS);
AND
EXTENSION OF TIME FOR DISPATCH OF OFFER DOCUMENT
Financial Adviser to the Company
Independent Financial Adviser to the Independent Board Committee
INTRODUCTION
Reference is made to the announcement of Zhihu Inc. (the “Company”) dated July 19, 2024 in relation to, among other things, the Offer (the “Announcement”). Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcement.
EXTENSION OF TIME FOR DISPATCH OF OFFER DOCUMENT
As disclosed in the Announcement, the Offer Document containing, inter alia: (i) further details of the Offer; (ii) the expected timetable relating to the Offer; (iii) the recommendation from the Independent Board Committee with respect to the Offer; (iv) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (v) a notice convening the EGM; and (vi) the Form of Acceptance, the ADS Letter of Transmittal, and information relating to the procedures required for the acceptance of the Offer, would be despatched to the Shareholders and ADS holders within 21 days from the date of the Announcement or such later date to which the Executive may consent.
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As additional time is required for the Company to prepare and finalize certain information to be contained in the Offer Document, including but not limited to certain financial information to be included therein, an application has been made to the Executive for a waiver from the strict compliance with Rule 8.2 of the Takeovers Code and for consent to an extension of the latest date for the dispatch of the Offer Document to a date falling on or before September 9, 2024 and the Executive has granted its consent to such application.
WARNING: The Offer is subject to the Condition being satisfied in full on or before the Long Stop Date. If the ordinary resolution to approve the Offer is not passed by the Independent Shareholders, the Offer will not proceed and will lapse immediately.
It should be noted that dealings in the Class A Ordinary Shares and the ADSs will continue notwithstanding that the Condition may remain unfulfilled, and that persons dealing in the securities of the Company will bear the risk that the Offer may lapse.
Shareholders and ADS holders are advised to consider the detailed terms of the Offer and read, among other things, the letter from the Independent Board Committee and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders to be contained in the Offer Document before deciding whether to vote for or against the ordinary resolution in respect of the Offer to be proposed at the EGM. Shareholders and ADS holders should also note that their voting decision on the ordinary resolution in respect of the Offer to be proposed at the EGM shall not affect their decision as to whether to accept the Offer or not. If Shareholders and ADS holders are in any doubt as to any aspect of the Offer or as to the action to be taken, they should seek independent professional advice.
| By order of the board | |
Zhihu
Inc. Chairman |
Hong Kong, August 9, 2024
As of the date of this announcement, the board of Directors comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, Mr. Zhaohui Li, and Mr. Bing Yu as non-executive Directors, and Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen as independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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