Plaintiff's law firm issued a press release on January 17, 2019, announcing the lawsuit. According to the press release, on December 18, 2015, Qihoo 360 Technology Co. Ltd. ("Qihoo 360" or the "Company"), purported to be the leading internet company in the People’s Republic of China, announced that it had entered into a definitive merger agreement pursuant to which it would be acquired by a consortium of investors in an “all-cash transaction valued at approximately $9.3 billion, including the redemption of approximately $1.6 billion of debt” (the “Merger”). Pursuant to the terms of the merger agreement, the Company’s shares and ADS would cease to exist in exchange for the right to receive a cash amount without interest.
The Complaint alleges that Qihoo 360 shareholders were misled into accepting consideration from the Merger that was well below fair value for their Qihoo 360 shares. Specifically, Defendants failed to disclose: (1) that the Company’s Proxy materials and Annual Report misrepresented and/or omitted material information that was necessary for Company shareholders to make an informed decision concerning whether to vote in favor of the Merger; (2) that contrary to the representations in the Proxy and the Annual Report, the Company already had plans to relist its shares in China prior to closing the Merger and its delisting from the NYSE; and (3) as a result, the Company’s statements about its business, operations, and prospects lacked a reasonable basis.
On April 15, 2019, Plaintiff filed a Motion to transfer the case to the Central District of California. On April 18, the Court issued an Order denying Plaintiff's Motion to transfer. The Court dismissed the case without prejudice. A related action continues under Docket 19-CV-01619 in the Central District of California.
On June 3, 2019, Defendants filed a Motion to transfer the case to the Southern District of New York. On July 1, the Court issued an Order appointing Lead Plaintiffs and Counsel. Lead Plaintiffs filed an amended Complaint on August 30. On October 24, the Court issued an Order granting Defendants' Motion to transfer venue to the Southern District of New York. Defendants filed a Motion to Dismiss the amended Complaint on December 23. On August 14, 2020, the Court issued an Order granting Defendants' Motion to Dismiss. The case was dismissed with prejudice. Lead Plaintiffs filed a notice appealing the Court's Dismissal Order on September 10.