UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

eLong, Inc.

(Name of the Issuer)

 

eLong, Inc.
China E-dragon Holdings Limited
China E-dragon Mergersub Limited
TCH Sapphire Limited
Tencent Asset Management Limited
Tencent Holdings Limited
C-Travel International Limited
Ctrip.com International, Ltd.
Seagull Limited
Ocean Imagination L.P.
Ocean Voyage L.P.
Fortune Smart Holdings Limited
Nanyan Zheng
Luxuriant Holdings Limited
Hao Jiang
Oasis Limited
Rong Zhou
(Names of Persons Filing Statement)

Ordinary Shares, par value $0.01 per share
American Depositary Shares, each representing two Ordinary Shares
(Title of Class of Securities)

290138205
(CUSIP Number)

 

eLong, Inc. Hao Jiang Oasis Limited Rong Zhou Xingke Plaza, Tower B, Third Floor 10 Middle Jiuxianqiao Road, Chaoyang District Beijing 100015 People’s Republic of China Tel: +86-10-5860-2288		TCH Sapphire Limited Tencent Asset Management Limited Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East Wanchai Hong Kong Tel: +86-755-8601-3388 ext 72000
China E-dragon Holdings Limited China E-dragon Mergersub Limited c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman KY1-9008 Cayman Islands Tel: +86-755-8601-3388 ext 72000		Ocean Imagination L.P. Ocean Voyage L.P. Fortune Smart Holdings Limited Nanyan Zheng No. 300 Xinjiaoxi Road, Haizhu District Guangzhou, Guangdong 510320 People’s Republic of China Tel: +86 20 8414 3753
C-Travel International Limited Ctrip.com International, Ltd. c/o 99 Fu Quan Road, Shanghai 200335 The People’s Republic of China Attention: Xiaofan Wang, Chief Financial Officer Tel: +86-21-34064880		Seagull Limited Units 1102-03, 11th Floor Nine Queen’s Road Central Hong Kong Tel: +852 2520-6878

Luxuriant Holdings Limited
No. 4 Lane 163, South Maoming Road
Shanghai 200020
People’s Republic of China
Tel: +86-21-60758990

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

 

With copies to:

David T. Zhang Jesse Sheley Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road, Central Hong Kong		Jeanette K. Chan Steven J. Williams Paul, Weiss, Rifkind, Wharton & Garrison LLP 12th Floor, Hong Kong Club Building 3A Chater Road, Central Hong Kong Tel: +852-2846-0300

Z. Julie Gao, Esq. Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central, Hong Kong Tel: +852 3910 4850		Karen M. Yan, Esq. Fenwick & West LLP Unit 908, Kerry Parkside Office No. 1155 Fang Dian Road Pudong, Shanghai 201204 People’s Republic of China Tel: +86 21 8017 1200

Timothy B. Bancroft
Goulston & Storrs PC
400 Atlantic Avenue
Boston, MA 02110
USA
Tel +1617-482-1776

 

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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: o

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

Calculation of Filing Fee

Transactional Valuation*		Amount of Filing Fee**
$159,254,150.40			$16,036.89

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		Page
Item 1 Summary Term Sheet			3
Item 2 Subject Company Information			3
Item 3 Identity and Background of Filing Person			4
Item 4 Terms of the Transaction			4
Item 5 Past Contracts, Transactions, Negotiations and Agreements			5
Item 6 Purposes of the Transaction and Plans or Proposals			6
Item 7 Purposes, Alternatives, Reasons and Effects			7
Item 8 Fairness of the Transaction			8
Item 9 Reports, Opinions, Appraisals and Negotiations			9
Item 10 Source and Amount of Funds or Other Consideration			9
Item 11 Interest in Securities of the Subject Company			10
Item 12 The Solicitation or Recommendation			10
Item 13 Financial Statements			11
Item 14 Persons/Assets, Retained, Employed, Compensated or Used			11
Item 15 Additional Information			11
Item 16 Exhibits			11

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INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “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) eLong, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares designated as “ordinary shares”, par value $0.01 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), including the Ordinary Shares represented by American depositary shares, each representing two Ordinary Shares (“ADSs”), the ordinary shares designated as “high-vote ordinary shares,” par value $0.01 per share (each, a “High-Vote Ordinary Share” and collectively, the “High-Vote Ordinary Shares” and together with the Ordinary Shares, the “Shares” and each a “Share”) that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) China E-dragon Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (c) China E-dragon Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly owned by Parent (“Merger Sub”); (d) TCH Sapphire Limited (“TCH”), a British Virgin Islands business company that is wholly owned by Tencent Holdings Limited; (e) Tencent Asset Management Limited (“TAML”), a British Virgin Islands business company that is wholly owned by Tencent Holdings Limited; (f) Tencent Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Tencent” and together with TCH and TAML, the “Tencent Entities”); (g) C-Travel International Limited (“C-Travel”), an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly owned by Ctrip.com International, Ltd.; (h) Ctrip.com International, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Ctrip” and together with C-Travel, the “Ctrip Entities”); (i) Ocean Imagination L.P. (“Ocean Imagination”), an exempted limited partnership formed and registered under the laws of the Cayman Islands; (j) Ocean Voyage L.P. (“Ocean Voyage”), an exempted limited partnership formed and registered under the laws of the Cayman Islands; (k) Fortune Smart Holdings Limited (“Fortune”), an exempted company with limited liability incorporated under the laws of the Cayman Islands; (l) Nanyan Zheng (“Mr. Zheng” and together with Ocean Imagination, Ocean Voyage and Fortune, the “Ocean Parties”); (m) Seagull Limited (“Seagull”), a British Virgin Islands business company; (n) Luxuriant Holdings Limited (“Luxuriant”), an exempted company with limited liability incorporated under the laws of the Cayman Islands; (o) Hao Jiang, the chief executive officer of the Company (“Mr. Jiang”), (p) Oasis Limited, a British Virgin Islands business company that is wholly owned by Mr. Jiang (“Oasis” together with Mr. Jiang, the “Oasis Parties”), and (q) Rong Zhou, the chief operating officer of the Company (“Mr. Zhou”). TCH, C-Travel, Ocean Imagination and Luxuriant are collectively referred to herein as the “Rollover Shareholders.” Parent, Merger Sub, the Tencent Entities, the Ctrip Entities, the Ocean Parties, Seagull, Luxuriant, the Oasis Parties and Mr. Zhou are collectively referred to herein as the “Buyer Group.”

On February 4, 2016, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “merger agreement”) which included a 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”). If the merger agreement and the plan of merger are approved and authorized by the Company’s shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into the Company (the “merger”) in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Cayman Islands Companies Law”), with the Company continuing as the surviving company resulting from the merger.

Under the terms of the merger agreement, at the effective time of the merger (the “Effective Time”), (a) each outstanding Share, other than (i) 25,440,699 Ordinary Shares and 33,589,204 High-Vote Ordinary Shares beneficially owned by the Rollover Shareholders (such Shares collectively, the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) owned by Parent, the Company, or their respective direct or indirect subsidiaries, (iii) Shares (including Shares represented by ADSs) held by the ADS depositary (as defined below) reserved for the issuance, settlement and allocation upon exercise or vesting of Company Options and/or Company RSU Awards (each as defined below) under the Company Equity Plans (as defined below) (Shares described under (i) through (iii) above are collectively referred to herein as the “Excluded Shares”), (iv) Shares owned by shareholders who have validly exercised and have not effectively withdrawn

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or lost their dissenters’ rights under the Cayman Islands Companies Law (the “Dissenting Shares”) and (v) Shares represented by ADSs, will be cancelled in exchange for the right to receive $9.00 in cash without interest (the “Per Share Merger Consideration”), and (b) each issued and outstanding ADS together with the Shares underlying such ADS (other than any ADS representing Excluded Shares) will be cancelled in exchange for the right to receive $18.00 in cash per ADS without interest (the “Per ADS Consideration”) (less $0.05 per ADS cancellation fees pursuant to the terms of the amended and restated deposit agreement, dated as of July 15, 2014, by and among the Company, J.P. Morgan Chase Bank, N.A., (the “ADS depositary”) and the holders from time to time of ADSs issued thereunder), in each case, net of any applicable withholding taxes described in the merger agreement. The Excluded Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value as determined in accordance with, and subject to compliance with, the Cayman Islands Companies Law.

At the Effective Time, each outstanding fully vested option to purchase Shares (each a “Company Option”) granted under the Company’s 2009 Share and Annual Incentive Plan, as amended in September 2013, and the Stock and Annual Incentive Plan adopted in July 2004 (together, the “Company Equity Plans”), other than the vested Company Options held by the Executive Equityholders (as defined below), shall be cancelled and immediately converted into the right to receive in exchange therefor an amount of cash (the “Option Consideration”) equal to (a) the excess, if any, of (i) the Per Share Merger Consideration over (ii) the exercise price per Ordinary Share subject to such Company Option, multiplied by (b) the number of Ordinary Shares underlying such Company Option, provided that if the exercise price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any payment therefor.

At the Effective Time, each outstanding fully vested restricted share unit (each a “Company RSU Award”) granted under the Company Equity Plans, other than the vested Company RSU Awards held by the Executive Equityholders (as defined below), shall be cancelled and immediately converted into the right to receive in exchange therefor an amount of cash (the “RSU Award Consideration”) equal to (a) the Per Share Merger Consideration multiplied by (b) the number of Ordinary Shares underlying such Company RSU Award.

At the Effective Time, each outstanding unvested Company Option granted under the Company Equity Plans, other than the unvested Company Options held by the Executive Equityholders (as defined below), shall be cancelled and immediately converted into the right to receive in exchange therefor an award of options to purchase (each a “Parent Option” and collectively, the “Parent Options”) (a) the same number of Parent common shares as the total number of Ordinary Shares subject to such Company Option immediately prior to the Effective Time, (b) at a per-share exercise price equal to the exercise price per Ordinary Share at which such Company Option was exercisable immediately prior to the Effective Time, subject to and in accordance with the terms of the applicable Company Equity Plan and award agreement, and subject further, if applicable, to adjustments in accordance with the terms of the merger agreement to provide substantially the same economic terms of such Company Option.

At the Effective Time, each outstanding unvested Company RSU Award granted under the Company Equity Plans, other than the unvested Company RSU Awards held by the Executive Equityholders (as defined below) and the unvested Company RSU Awards held by the Former CEO (as defined below), shall be cancelled and immediately converted into the right to receive in exchange therefor an award of Parent restricted share units (each a “Parent RSU Award” and collectively, the “Parent RSU Awards”) to acquire the same number of Parent common shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the applicable Company Equity Plan and award agreement, and subject further, if applicable, to adjustments in accordance with the terms of the merger agreement to provide substantially the same economic terms of such Company RSU Award.

At the Effective Time, each outstanding Company Option held by certain members of the Company’s executive management (each an “Executive Equityholder” and collectively, the “Executive Equityholders”), shall be cancelled and immediately converted into the right to receive in exchange therefor, either the Option Consideration (if any) or a Parent Option, as specified in, and in accordance with, the relevant agreement

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among each such Executive Equityholder, Parent and Merger Sub (each an “Executive Excluded Securities Letter”). At the Effective Time, each outstanding Company RSU Award held by each Executive Equityholder, shall be cancelled and immediately converted into the right to receive in exchange therefor, either the RSU Award Consideration or a Parent RSU Award, as specified in, and in accordance with the terms and conditions of the relevant Executive Excluded Securities Letter of such Executive Equityholder.

At the Effective Time, each unvested Company RSU Award held by the Company’s former chief executive officer, Guangfu Cui (the “Former CEO”), shall be cancelled and immediately converted into the right to receive in exchange therefor, the RSU Award Consideration, in accordance with the terms and conditions of the agreement among the Former CEO, Parent, Merger Sub and the Company.

Under the terms of the support agreement entered into by and among Parent and the Rollover Shareholders (the “Support Agreement”), concurrently with the execution and delivery of the merger agreement, at the Effective Time, the Rollover Shares shall be cancelled for no consideration, and each Rollover Shareholder shall, at the closing of the merger, subscribe or cause its affiliate to subscribe, for the number and class of shares in Parent set forth in the Support Agreement.

The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares entitled to vote present and voting in person or by proxy as a single class at the extraordinary general meeting of the shareholders of the Company.

The Company will make available to its shareholders a proxy statement (the “proxy statement,” a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached to the proxy statement as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1 Summary Term Sheet

The information set forth in the proxy statement under the following captions is incorporated herein by reference:

Item 2 Subject Company Information

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Item 3 Identity and Background of Filing Person

Item 4 Terms of the Transaction

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Item 5 Past Contracts, Transactions, Negotiations and Agreements

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Item 6 Purposes of the Transaction and Plans or Proposals

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Item 7 Purposes, Alternatives, Reasons and Effects

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Item 8 Fairness of the Transaction

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Item 9 Reports, Opinions, Appraisals and Negotiations

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares (including Shares represented by ADSs) or his, her or its representative who has been so designated in writing.

Item 10 Source and Amount of Funds or Other Consideration

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Item 11 Interest in Securities of the Subject Company

Item 12 The Solicitation or Recommendation

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Item 13 Financial Statements

The information set forth in the proxy statement under the following captions is incorporated herein by reference:

Item 14 Persons/Assets, Retained, Employed, Compensated or Used

Item 15 Additional Information

Item 16 Exhibits

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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: February 26, 2016

eLong, Inc.

By:

/s/ May Wu Name: May Wu Title:   Chairman of Special Committee

China E-dragon Holdings Limited

By:

/s/ Haifeng Lin Name: Haifeng Lin Title:   Director

China E-dragon Mergersub Limited

By:

/s/ Haifeng Lin Name: Haifeng Lin Title:   Director

TCH Sapphire Limited

By:

/s/ Huateng Ma Name: Huateng Ma Title:   Director

Tencent Asset Management Limited

By:

/s/ Huateng Ma Name: Huateng Ma Title:   Director

Tencent Holdings Limited

By:

/s/ Huateng Ma Name: Huateng Ma Title:   Chairman of the Board

C-Travel International Limited

By:

/s/ Xiaofan Wang Name: Xiaofan Wang Title:   Director

Ctrip.com International, Ltd.

By:

/s/ Xiaofan Wang Name: Xiaofan Wang Title:   Director

Seagull Limited

By:

/s/ James Jianzhang Liang Name: James Jianzhang Liang Title:   Director

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Luxuriant Holdings Limited

By:

/s/ Li Qun Wang Name: Li Qun Wang Title:   Director

Oasis Limited

By:

/s/ Hao Jiang Name: Hao Jiang Title:   Director

Hao Jiang

/s/ Hao Jiang

Rong Zhou

/s/ Rong Zhou

OCEAN IMAGINATION L.P.
a Cayman Islands exempted limited partnership

By:

/s/ Nanyan Zheng Name: Nanyan Zheng Title:   Director

OCEAN VOYAGE L.P.
a Cayman Islands exempted limited partnership

By:

/s/ Nanyan Zheng Name: Nanyan Zheng Title:   Director

FORTUNE SMART HOLDINGS LIMITED

By:

/s/ Nanyan Zheng Name: Nanyan Zheng Title:   Director

NANYAN ZHENG

/s/ Nanyan Zheng

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Exhibit Index

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