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Sohu.com's Subsidiary Sogou Receives US$9.00/ADS Buyout Proposal From Tencent

Sohu.com Limited (SOHU) said that its subsidiary Sogou Inc. (SOGO) received a letter containing a preliminary non-binding proposal from Tencent Holdings Limited for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented American depositary shares or "ADSs" of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary shareholder or ADS.

In Monday regular trading, SOHU was trading at $15.53, up $4.42 or 39.78%. SOGO was trading at $8.43, up $2.68 or 46.61%.

The proposed transaction, if completed, would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent, Sogou's ADSs would be delisted from the New York Stock Exchange. Sohu would no longer have an interest in Sogou.

The proposal letter stated that it is Tencent's preliminary indication of interest; is incomplete and is not a binding offer or agreement, or agreement to make a binding offer or agreement at any point in the future; and does not create any binding rights or obligations of any person.

Sohu said it has not yet had an opportunity to review and evaluate the proposal in detail or to make any determination as to how to respond to the proposal or as to whether or not the proposed acquisition of Sogou would be in the best interests of Sohu to approve or reject the proposal.

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