Written Communication Relating to an Issuer or Third Party (sc To-c)
25 Février 2020 - 3:24PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Jumei
International Holding Limited
(Name of Subject Company (issuer))
Jumei Investment Holding Limited
a wholly owned subsidiary of
Super ROI Global Holding Limited
(Names of Filing Persons (offerors))
Leo Ou Chen
(Names of Filing Persons (other person(s)))
Class A Ordinary Shares, par value US$0.00025
per share*
(Title of Class of Securities)
48138L107**
(CUSIP Number of Class of Securities)
Leo Ou Chen
Jumei Investment Holding Limited
Super ROI Global Holding Limited
c/o 20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007, People’s Republic
of China
+86-10 5280 2802
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Peter Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, China
+86-10-6535-5500
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Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
525 University Avenue
Palo Alto, California 94301
(650) 470-4500
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CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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N/A
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N/A
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* Not for trading, but only in connection with the listing
on the New York Stock Exchange of the American Depositary Shares (“ADSs”), each representing ten class A ordinary shares,
par value $0.00025 per share, of the Company (the “Class A Ordinary Shares”).
** This CUSIP number applies to the Issuer’s ADSs.
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: N/A
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Filing Party: N/A
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Form
or Registration No.: N/A
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Date Filed: N/A
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ý
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Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes to designate any transactions to
which the statement relates:
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ý
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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ý
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going-private
transaction subject to Rule 13e-3.
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o
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer: o
This filing relates
solely to preliminary communications made before the commencement of a planned tender offer by Jumei Investment Holding Limited,
a company organized and existing under the laws of the Cayman Islands (“Purchaser”) and a wholly-owned subsidiary
of Super ROI Global Holding Limited, a business company organized and
existing under the laws of the British Virgin Islands (“Parent”), for all
the outstanding Class A Ordinary Shares, par value $0.00025 per share, and ADSs of Jumei International Holding Limited, a
company organized and existing under the laws of the Cayman Islands (“Jumei”),
other than Class A Ordinary Shares and ADSs owned by Parent and Purchaser, to be commenced pursuant to the Agreement and
Plan of Merger, dated February 25, 2020, among Parent, Purchaser and the Company. Parent is ultimately
wholly-owned by The Leo Chen Trust. Vistra Trust (Singapore) Pte Limited is the trustee of The Leo Chen Trust, with Mr. Chen as
settlor and Mr. Chen and his family as beneficiaries.
The
exhibit is neither an offer to purchase nor solicitation of an offer to sell securities. The tender offer for the outstanding
Class A Ordinary Shares and ADSs described in this filing has not commenced. At the time the offer is commenced, the
Purchaser will file a combined tender offer statement and Rule 13e-3 transaction statement under cover of
Schedule TO with the Securities and Exchange Commission, and the Company will file a solicitation/recommendation
statement on Schedule 14D-9 and a transaction statement on Schedule 13E-3, with respect to the offer. The combined
tender offer statement (including an offer to purchase, related letters of transmittal and other offer
documents), Rule 13e-3 transaction statement and the solicitation/recommendation statement will contain
important information that should be read carefully before any decision is made with respect to the tender offer. Those
materials will be made available to the Company’s shareholders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s
website: www.sec.gov.
Exhibit Index
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Exhibit
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Description
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99.1
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Press Release of Jumei dated February 25, 2020
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