Page 8 of 14 SEC Filing
13D
| CUSIP No. 45173K101 | Page 8 of 14 Pages |
The Reporting Persons entered into a Joint Filing Agreement on January 20, 2016 (the “Joint Filing
Agreement”), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as
Exhibit 99.1.
| Item 3. | Source and Amount of Funds or Other Consideration. |
It is anticipated that, at the price per ADS or per
Ordinary Share set forth in the Merger Agreement (as described in Item 4 below), approximately US$390.9 million will be expended in acquiring (i) all of the outstanding Ordinary Shares other than Rollover Securities (as defined in
Item 4 below), treasury shares and Class A Shares deposited with The Bank of New York Mellon and reserved for issuance upon exercise of outstanding options and vesting of restricted shares, and (ii) outstanding vested options in
connection with the Merger (as defined in Item 4 below).
It is anticipated that the funding for the Merger will be provided by a combination of debt
and equity financing. Equity financing will be provided by the Equity Investors (as defined in Item 4 below) pursuant to the terms of the Equity Commitment Letters (as defined in Item 4 below). Debt financing will be provided by Shanghai
Pudong Development Bank Co., Ltd., Shanghai Branch (the “Lender”) in the form of borrowings under certain credit facilities.
| Item 4. | Purpose of Transaction. |
On December 31, 2015, the Issuer entered into an agreement and plan of
merger (the “Merger Agreement”) with Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Dream Merger Sub Limited, an exempted company
incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub will be
merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. At the effective time of the Merger (the “Effective Time”), each
Ordinary Share (including Ordinary Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) Ordinary Shares owned by (or represented by ADSs which are owned by) Dream Technology Holdings
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), Parent, Merger Sub or the Issuer (as treasury shares, if any) or by any direct or indirect wholly-owned subsidiary of Holdco,
Parent, Merger Sub or the Issuer, (b) Ordinary Shares reserved (but not yet allocated) by the Issuer for settlement upon exercise or vesting of any options and restricted shares of the Issuer, (c) Ordinary Shares owned by shareholders who
have validly exercised and have not effectively withdrawn or lost their right to dissent from the Merger under the Companies Law of the Cayman Islands (the “Dissenting Shares”), and (d) Rollover Securities (as defined below)(Ordinary
Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), will be cancelled and cease to exist in exchange for the right to receive US$3.50 in cash without interest. For the
avoidance of doubt, because each ADS represents four Class A Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares) shall represent the right to surrender the ADS
in exchange for $14.00 in cash without interest. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value determined in accordance with the Companies Law of
the Cayman Islands. The Merger is subject to the approval of the Issuer’s shareholders and various other closing conditions.
Concurrently with the
execution of the Merger Agreement, Dream Data Services Limited, Shipshape Holdings Limited, DT01 Holding International Limited, THL A19 Limited, Prometheus Capital (International) Co, Ltd, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C.,
Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P. (collectively, the “Supporting Security holders”) entered into a support agreement with Holdco and Parent (the “Support Agreement”), pursuant to which
(i) each of the Supporting Security holders has agreed to vote all Ordinary Shares held or to be held by it in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereby (the
“Transactions”), including the Merger, and (ii) each of Dream Data Services Limited, DT01 Holding International Limited, THL A19 Limited and Prometheus Capital (International) Co, Ltd (collectively, the “Rollover Security
holders”) has agreed to have all Ordinary Shares, options and/or restricted shares held or to be held by it (collectively, the “Rollover Securities”) cancelled for no consideration in connection with the Merger.
