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Giant Interactive Group Inc., et al. – ‘SC 13E3/A’ on 7/18/14 re: Giant Interactive Group Inc.

On:  Friday, 7/18/14, at 4:49pm ET   ·   Accession #:  1193125-14-272905   ·   File #:  5-83570

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 7/3/14   ·   Latest ‘SC 13E3’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/18/14  Giant Interactive Group Inc.      SC 13E3/A              2:139K Giant Interactive Group Inc.      RR Donnelley/FA
          Baring Asia Private Equity Fund V, L.P.
          Baring Private Equity Asia V Holding (12) Ltd
          CDH Journey Ltd
          CDH WM Giant Fund L.P.
          Giant Group Holdings Ltd
          Giant Investment Ltd
          Giant Merger Ltd
          Hony Capital Fund V, L.P.
          Rich Noble Enterprises Ltd
          Union Sky Holding Group Ltd
          Vogel Holding Group Ltd
          Yuzhu Shi

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No.5 to Schedule 13E-3                    HTML    103K 
 2: EX-99.(D)(2)  Form of Deferred Payment Agreement                HTML     21K 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5

TO

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Giant Interactive Group Inc.

(Name of the Issuer)

Giant Group Holdings Limited

Giant Investment Limited

Giant Merger Limited

Yuzhu Shi

Union Sky Holding Group Limited

Vogel Holding Group Limited

The Baring Asia Private Equity Fund V, L.P.

Baring Private Equity Asia V Holding (12) Limited

Hony Capital Fund V, L.P.

Rich Noble Enterprises Limited

CDH WM Giant Fund L.P.

CDH Journey Limited

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.0000002 per share

American Depositary Shares, each representing one Ordinary Share

(Title of Class of Securities)

374511103¹

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

Calculation of Filing Fee

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INTRODUCTION

This Amendment No. 5 (this “Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed with the Securities and Exchange Commission (this “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Giant Interactive Group Inc., a Cayman Islands company (the “Company”), the issuer of the ordinary shares, par value US$0.0000002 per share (each, a “Share”), including the Shares represented by the American depositary shares (“ADSs”), each representing one Share, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Yuzhu Shi, the chairman of the board of directors the Company (“Mr. Shi”); (c) Giant Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”); (d) Giant Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (e) Giant Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (f) Union Sky Holding Group Limited, a British Virgin Islands business company with limited liability wholly owned by Mr. Shi (“Union Sky”); (g) Vogel Holding Group Limited, a British Virgin Islands business company with limited liability controlled by Mr. Shi (“Vogel” and, together with Mr. Shi and Union Sky, the “Founder Parties”); (h) The Baring Asia Private Equity Fund V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands (“Baring LP”); (i) Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands business company with limited liability controlled by Baring LP (“Baring SPV” and, together with Baring LP, “Baring”); (j) Hony Capital Fund V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands (“Hony Fund V”); (k) Rich Noble Enterprises Limited, a British Virgin Islands business company with limited liability wholly owned by Hony Fund V (“Hony SPV” and, together with Hony Fund V, “Hony”); (l) CDH WM Giant Fund, L.P., a limited partnership organized and existing under the laws of Cayman Islands (the “CDH Fund”); and (m) CDH Journey Limited, a Cayman Islands company with limited liability wholly owned by CDH Fund (“CDH SPV” and, together with CDH Fund, “CDH”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of March 17, 2014, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 12, 2014 (as so amended, the “Merger Agreement”) among Parent, Merger Sub and the Company, pursuant to which Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

All information contained in this Final Amendment concerning any of the Filing Persons has been provided by such Filing Person.

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Item 15(c) is hereby amended and supplemented as follows:

On July 14, 2014, an extraordinary general meeting of the shareholders of the Company was held at 10:00 a.m. (Hong Kong time), at the offices of O’Melveny & Myers, 31st Floor, AIA Central, 1 Connaught Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and the proposal to authorize the directors to do all things necessary to give effect to the Merger Agreement.

On July 18, 2014, the Company and Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of July 18, 2014, pursuant to which the Merger became effective on July 18, 2014. As a result of the Merger, the Company ceased to be a publicly traded company and became wholly owned by Parent.

At the effective time of the Merger, each of the Company’s ordinary shares, par value US$0.0000002 per share (each, a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the merger was cancelled and converted into the right to receive US$12.00, and because each of the Company’s American Depositary Shares (the “ADSs”) represents one Share, each issued and outstanding ADS immediately prior to the effective time of the Merger was cancelled and represents the right to surrender such ADS in exchange for US$12.00 (less US$0.05 per ADS cancellation fees pursuant to the terms of the Deposit Agreement, dated as of November 6, 2007, among the Company, Citibank, N.A., in its capacity as the ADS depositary, and the holders and beneficial owners of ADSs issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes. Notwithstanding the foregoing, the following Shares (including such Shares represented by ADSs) were cancelled at the effective time of the Merger but were not converted into the right to receive the consideration described in the immediately preceding sentence:

The Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights.

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In addition to the foregoing, at the effective time of the Merger, (i) each option to purchase Shares granted under the Company’s 2007 Performance Incentive Plan and the Employee Share Option Scheme (collectively, the “Share Incentive Plans”) that was issued and outstanding immediately prior to the effective time of the Merger, whether vested or unvested, was cancelled and converted into the right to receive, as soon as practicable after the effective time of the Merger (and in any event no more than five business days after the effective time of the Merger), an amount equal to the product of the total number of Shares issuable under such option immediately prior to the effective time of the Merger multiplied by the excess of US$12.00 over the exercise price payable per Share under such option, in cash, without interest and net of any applicable withholding taxes, and (ii) each restricted Share awarded under the Share Incentive Plans that was issued and outstanding (and with respect to which the restrictions had not lapsed) immediately prior to the effective time of the Merger (the “Company Restricted Shares”) was cancelled and converted into the right to receive, as soon as practicable after the effective time of the Merger (and in any event no more than five business days after the effective time of the Merger), an amount equal to US$12.00, in cash, without interest and net of any applicable withholding taxes.

Parent, being the parent of the Company after the Merger, has entered into agreements with certain executive officers (other than Mr. Shi) and certain members of senior management of the Company (collectively, the “Deferred Payment Management Participants”) pursuant to which each Deferred Payment Management Participant has agree to a deferred payment arrangement (the “Deferred Payment Arrangement”) with respect to cash payable to such Deferred Payment Management Participant with respect to his or her Company Restricted Shares as contemplated in the Merger Agreement (such cash payment, the “Company Restricted Share Payment”). The Deferred Payment Arrangements do not change the Company Restricted Share Payment amount of US$12.00, in cash, without interest and net of any applicable withholding taxes, payable in respect of each Company Restricted Share as contemplated in the Merger Agreement, but (i) defer the Company Restricted Share Payment for each Deferred Payment Management Participant to a future date and (ii) subject such Company Restricted Share Payment to customary terms and conditions, including continued employment with the Company as the surviving company in the Merger or its relevant affiliate. The form of Deferred Payment Arrangement is filed as Exhibit (d)-(2) to this Transaction Statement.

As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange (“NYSE”) and the ADS program for the Shares will terminate. The NYSE has filed an application on Form 25 with the SEC to remove the ADSs from listing on the NYSE and withdraw registration of the Shares under the Exchange Act. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in ten days. The Company’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.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 18, 2014

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EXHIBIT INDEX

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***Previously filed on June 9, 2014.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed on:		7/18/14		6-K,  POSASR,  S-8 POS
		7/14/14		6-K
		7/3/14		SC 13D/A,  SC 13E3/A
		7/1/14
		6/27/14
		6/16/14		6-K,  SC 13E3/A
		6/9/14		SC 13D/A,  SC 13E3/A
		6/6/14
		5/12/14		SC 13E3/A
		4/28/14		SC 13D/A
		4/25/14
		4/2/14		SC 13E3
		3/18/14		SC 13D/A
		3/17/14		6-K
		3/16/14
		3/13/14
		1/12/14
		12/31/13		20-F
		11/26/13		SC 13D
		11/25/13		6-K
		11/6/07
				List all Filings

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Filing Submission 0001193125-14-272905   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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