(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
(Title of Class of Securities)
(CUSIP Number of Shares Underlying Warrants)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Transaction valuation* | Amount of filing fee | |
$335,395.20 | $38.44 |
* | Estimated for purposes of calculating the amount of the filing fee only. ChinaNet Online Holdings, Inc. (the Company) is offering holders of the Companys outstanding Series A-1 warrants to purchase an aggregate of 2,060,800 of the Companys shares of common stock, par value $0.001 per share (the Series A-1 Warrants) and Series A-2 warrants to purchase an aggregate of 2,060,800 of the Companys shares of common stock, par value $0.001 per share (the Series A-2 Warrants and, together with the Series A-1 Warrants, the Warrants), to purchase an aggregate of 4,121,600 of the Companys shares of common stock, par value $0.001 per share, issuable upon exercise of the Warrants (the Shares), to (A) with respect to any Series A-1 Warrant, receive one (1) Share in exchange for every twenty (20) Shares for which such Series A-1 Warrant is exercisable, and (B) with respect to any Series A-2 Warrant, receive one (1) Share in exchange for every 10 (ten) Shares for which such Series A-2 Warrant is exercisable; provided that each holder must exchange all its Series A-1 Warrants and/or all its Series A-2 Warrants pursuant to the terms and conditions hereof. The amount of the filing fee assumes that all outstanding Warrants will be exchanged for Shares and is calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, which equals $114.60 for each $1,000,000 of the value of the transaction. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | Filing Party: | |
Form or Registration No.: | Date Filed: |
o | 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:
o | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | 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: o
This Tender Offer Statement on Schedule TO (this Schedule TO) is filed by ChinaNet Online Holdings, Inc., a Nevada corporation (the Company). This Schedule TO relates to the offer by the Company to all holders of the Companys outstanding Series A-1 warrants (the Series A-1 Warrants) and Series A-2 warrants (the Series A-2 Warrants and, together with the Series A-1 Warrants, the Warrants), to purchase an aggregate of 4,121,600 shares of common stock the Company, par value $0.001 per share (the Shares), to exchange their Warrants in accordance with the following exchange ratios: (A) with respect to any Series A-1 Warrant, one (1) Share in exchange for every twenty (20) Shares for which such Series A-1 Warrant is exercisable, and (B) with respect to any Series A-2 Warrant, one (1) Share in exchange for every 10 (ten) Shares for which such Series A-2 Warrant is exercisable; provided that each holder must exchange all its Series A-1 Warrants and/or all its Series A-2 Warrants pursuant to the terms and conditions hereof. The exchange ratios were selected by the Company to provide the holders of the Warrants with an incentive to exchange the Warrants. The offer is subject to the terms and conditions set forth in the Offer Letter, dated December 1, 2011 (the Offer Letter), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the Offer). The Warrants were issued in a private placement consummated on August 21, 2009.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information in the Offer Letter and the related Letter of Transmittal is incorporated by reference as set forth below.
The information set forth in the section of the Offer Letter titled Summary is incorporated herein by reference.
The name of the subject company and the filing person is ChinaNet Online Holdings, Inc., a Nevada corporation. Its principal executive offices are located at No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195. The Companys telephone number is 86-10-51600828.
The securities that are the subject of this Schedule TO are Warrants exercisable for an aggregate of 4,121,600 Shares of the Company.
The information set forth in the Offer Letter under The Offer, Section 6. Price Range of Shares is incorporated herein by reference.
The Company is the subject company and the filing person. The business address and telephone number of the Company are set forth under Item 2(a) above.
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The names of the executive officers and directors of the Company who are persons specified in Instruction C to Schedule TO are set forth below. The business address for each such person is c/o ChinaNet Online Holdings, Inc., No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195 and the telephone number for each such person is 86-10-51600828.
Name | Position | |
Handong Cheng | Chairman of the Board, Chief Executive Officer and President | |
Zhige Zhang | Chief Financial Officer, Treasurer and Director | |
George Kai Chu | Chief Operating Officer and Secretary | |
Hongli Xu | Chief Technology Officer | |
Wen Hu | Vice President, Head of Television Operations | |
Li Wu | Vice President, Head of 28.com | |
Zhiqing Chen | Director | |
Watanabe Mototake | Director | |
Douglas MacLellan | Director |
(1)(i) The information set forth in the Offer Letter under The Offer, Sections 1 through 13 is incorporated herein by reference. There will be no material differences in the rights of security holders as a result of this transaction.
To the Companys knowledge, no officer or director of the Company holds Warrants. See Item 8(a) herein for more information.
The information set forth in the Offer Letter under The Offer, Section 8. Transactions and Agreements Concerning the Companys Securities is incorporated herein by reference.
The information set forth in the Offer Letter under The Offer, Section 5.C. Purpose of the Offer is incorporated herein by reference.
The securities will be retired.
No plans or proposals described in this Schedule TO or in any materials sent to the holders of the Warrants in connection with the Offer relate to or would result in the conditions or transactions described in Regulation M-A, Items 1006(c)(1)-(8) and (10). With respect to any Series A-1 Warrant, the holders have the option to receive one (1) Share in exchange for every twenty (20) Shares for which such Series A-1 Warrant is exercisable, and with respect to any Series A-2 Warrant, the holders have the option to receive one (1) Share in exchange for every 10 (ten) Shares for which such Series A-2 Warrant is exercisable; provided that each holder must exchange all its Series A-1 Warrants and/or all its Series A-2 Warrants pursuant to the terms and conditions hereof.
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No funds will be used by the Company in connection with the Offer, other than funds used to pay the expenses of the Offer.
Not applicable.
Not applicable.
The information set forth in the Offer Letter under The Offer, Section 5.D. Interests of Directors and Officers is incorporated herein by reference.
The Company has not engaged in any transactions in the Warrants required to be disclosed in this Item 8(b).
The Company has retained Empire Stock Transfer Inc. (Empire) to act as the Depositary. The Company may contact Warrant holders by mail, telephone, facsimile, or other electronic means. Empire will receive reasonable and customary compensation for their respective services in connection with the Offer, plus reimbursement for out-of-pocket expenses. In addition, Empire will be indemnified by the Company against certain liabilities and expenses in connection therewith.
Incorporated herein by reference are the Companys financial statements that were filed with its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011.
Not applicable.
The information set forth in the Offer Letter and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, is incorporated herein by reference.
Exhibit Number | Description | |
(a)(1)(A) | Offer Letter dated December 1, 2011. | |
(a)(1)(B) | Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
(a)(1)(D) | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. |
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Exhibit Number | Description | |
(a)(1)(E) | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. | |
(a)(5)(A) | Financial statements of ChinaNet Online Holdings, Inc.* | |
(d)(1) | Registration Rights Agreement dated as of August 21, 2009.** | |
(d)(2) | Securities Purchase Agreement, dated as of August 21, 2009.** | |
(d)(3) | Form of Series A-1 Warrant.** | |
(d)(4) | Form of Series A-2 Warrant.** |
* | Incorporated by reference to the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011. |
** | Incorporated by reference herein to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. |
Not applicable.
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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.
CHINANET ONLINE HOLDINGS, INC. | ||
By: /s/ Zhige Zhang |
Date: December 1, 2011
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Exhibit Number |
Description | |
(a)(1)(A) | Offer Letter dated December 1, 2011. | |
(a)(1)(B) | Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
(a)(1)(D) | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. | |
(a)(1)(E) | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. | |
(a)(5)(A) | Financial statements of ChinaNet Online Holdings, Inc.* | |
(d)(1) | Registration Rights Agreement dated as of August 21, 2009.** | |
(d)(2) | Securities Purchase Agreement, dated as of August 21, 2009.** | |
(d)(3) | Form of Series A-1 Warrant.** | |
(d)(4) | Form of Series A-2 Warrant.** |
* | Incorporated by reference to the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011. |
** | Incorporated by reference herein to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. |
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