BEIJING, March 30, 2016 /PRNewswire/ -- Qihoo 360
Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU), a
leading Internet company in China,
today announced that, at an extraordinary general meeting held
today, the Company's shareholders voted in favor of the proposal to
authorize and approve (i) the previously announced agreement
and plan of merger, dated December 18,
2015 (the "Merger Agreement") among the Company, Tianjin
Qixin Zhicheng Technology Co., Ltd., Tianjin Qixin Tongda
Technology Co., Ltd., True Thrive Limited ("Midco"), New Summit
Limited ("Merger Sub"), and solely for purposes of Section 6.19 of
the Merger Agreement, Global Village Associates Limited and Young
Vision Group Limited, pursuant to which Merger Sub will be merged
with and into the Company with the Company continuing as the
surviving corporation and becoming a wholly owned subsidiary of
Midco (the "Merger"), (ii) 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 (iii) the transactions
contemplated by the Merger Agreement and the Plan of Merger,
including the Merger.
Holders of 32,592,419 Class A ordinary shares and 41,818,346
Class B ordinary shares attended the extraordinary general meeting
in person or by proxy. These shares represented approximately
41.0% of the Company's total ordinary shares outstanding at the
close of business in the Cayman
Islands on the record date of March
25, 2016. These shares are entitled to an aggregate of
241,684,149 votes, or 69.3% of the total outstanding votes on the
record date. Approximately 99.8% of the total votes cast at today's
extraordinary general meeting were in favor of the proposal to
authorize and approve the Merger Agreement, the Plan of Merger and
the transactions contemplated thereby, including the Merger.
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. The
Company will work with various other parties to the Merger
Agreement towards satisfying all other conditions precedent to the
Merger set forth in the Merger Agreement and complete the Merger as
quickly as possible. If and when completed, 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.
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 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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/qihoo-360-announces-shareholder-approval-of-merger-agreement-300243230.html
SOURCE Qihoo 360 Technology Co. Ltd.
