CUSIP No. 09777B107
This Amendment No. 1 (this “Amendment No.1”) amends and supplements the Schedule 13D jointly filed by SAIF Partners IV L.P., SAIF IV GP, L.P. and SAIF IV GP Capital Ltd. (collectively, the “Reporting Persons”) on February 19, 2016 (the “Original Schedule 13D”, and as amended by Amendment No. 1, the “Schedule 13D”). Except as provided herein, this Amendment No.1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Schedule 13D.
ITEM 4.
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PURPOSE OF TRANSACTION.
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Item 4 is hereby amended and supplemented as follows:
On March 4, 2016, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Issuer was held at the Issuer’s office at 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Issuer voted to authorize and approve the previously announced Merger Agreement dated December 15, 2015 and the transactions contemplated by the Merger Agreement, including the Merger.
On April 8, 2016, the Issuer and Merger Sub filed the Plan of Merger with the Cayman Islands Registrar of Companies, pursuant to which the Merger became effective on April 8, 2016. As a result of the Merger, the Issuer ceased to be a publicly traded company and became wholly owned by Parent.
At the Effective Time of the Merger, each Ordinary Share, including Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the Effective Time, other than (a) Ordinary Shares (including Ordinary Shares represented by ADSs) owned by Parent, Merger Sub or the Issuer (as treasury, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Issuer, (b) Ordinary Shares (including Ordinary Shares represented by ADSs) reserved (but not yet allocated) by the Issuer for settlement upon exercise or vesting of Issuer’s share awards under the 2009 Stock Incentive Plan and the 2010 Stock Incentive Plan of the Issuer, (c) Ordinary Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law (the “CICL”) (the “Dissenting Shares”), and (d) Ordinary Shares (including Ordinary Shares issuable under the options to purchase Ordinary Shares or ADSs and all restricted shares granted under the
2009 Stock Incentive Plan and the 2010 Stock Incentive Plan of the Issuer
and Ordinary Shares represented by ADSs) beneficially owned by the Rollover Securityholders (the “Rollover Shares”) (Ordinary Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), has been cancelled in exchange for the right to receive $27.40 in cash per Ordinary Share without interest and net of any applicable withholding taxes. Each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) has been cancelled in exchange for the right to receive $13.70 in cash per ADS without interest and net of any applicable withholding taxes (less $0.05 per ADS cancellation fees pursuant to the terms and conditions of the deposit agreement, dated as of December 8, 2010, by and among the Issuer, Deutsche Bank Trust Company Americas and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended from time to time). Each Excluded Share other than Dissenting Shares has been cancelled for no consideration. Each Dissenting Share has been cancelled and each holder thereof is entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the CICL.
As a result of the merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Select Market (“NASDAQ”) and the ADS program for the Shares will terminate. NASDAQ has filed an application on Form 25 with the SEC to remove the ADSs from listing on NASDAQ and withdraw registration of the Shares under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Issuer’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 is hereby amended and restated in its entirety as follows:
(a) – (b) As a result of the Merger, all Ordinary Shares beneficially owned by the Reporting Persons prior to the Effective Time of the Merger were cancelled and the Reporting Persons no longer beneficially own any Ordinary Share.
(c)
Except for the transactions described in Item 4 of the Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past 60 days.
(e)
At the Effective Time, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The information under Item 4 is incorporated herein by reference in its entirety.