SEC Form SC TO-I filed by JOYY Inc.

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

(Amendment No. ______)*

JOYY Inc.

(Name of Subject Company (Issuer))

JOYY Inc.

(Name of Filing Person (Issuer))

1.375% Convertible Senior Notes due 2026

(Title of Class of Securities)

98426T AF3

(CUSIP Number of Class of Securities)

David Xueling Li

Chief Executive Officer

Tel: +65 6351-9330

30 Pasir Panjang Road #15-31A Mapletree Business City,

Singapore 117440

with copy to:

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

Check the appropriate boxes below to designate any transactions to which the statement relates:

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

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

INTRODUCTORY STATEMENT

As required by, pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of June 24, 2019 (the “Indenture”), by and between JOYY Inc. (the “Company”) and Citicorp International Limited, as trustee (the “Trustee”), for the Company’s 1.375% Convertible Senior Notes due 2026 (the “2026 Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each holder (the “Holder”) of the 2026 Notes to require the Company to repurchase the 2026 Notes, as set forth in the Company’s Notice to the Holders dated April 12, 2024 (the “Repurchase Right Notice”) and the related notice materials filed as exhibits to this Schedule TO (which Repurchase Right Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Repurchase Right”).

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”).

ITEMS 1 through 9.

The Company is the issuer of the 2026 Notes and is obligated to purchase all of the 2026 Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Repurchase Right. The 2026 Notes are convertible into the Company’s American depositary shares (“ADSs”), each representing twenty Class A common shares, par value US$0.00001 per share of the Company, subject to the terms, conditions, and adjustments specified in the Indenture and the 2026 Notes. The Company maintains its principal executive offices at 30 Pasir Panjang Road #15-31A Mapletree Business City, Singapore 117440, and the telephone number at this address is +65 6351-9330. The Company’s registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYI-1111, Cayman Islands.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Repurchase Right is incorporated by reference into this Schedule TO.

(b)  Filing Fee Exhibit.

Not applicable.

EXHIBIT INDEX

SIGNATURE

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.

Dated: April 12, 2024