logo
  

Sohu And Sogou Ink Definitive Agreements On Sogou Going-private Transaction

Sohu.com Limited (SOHU), a Chinese online media, video, search and gaming business group, said Tuesday that its subsidiary Sogou Inc. (SOGO) has entered into a definitive agreement and plan of merger with THL A21 Limited, TitanSupernova Limited, and Tencent Mobility Limited, collectively known as the Tencent Parties.

Each of these companies is a direct or indirect wholly-owned subsidiary of Tencent Holdings Limited (TCTZF.PK,TCEHY.PK). Pursuant to agreements, Titan Supernova will be merged with and into Sogou in an all-cash transaction, and Sogou will become an indirect wholly-owned subsidiary of Tencent.

Sohu.com is currently Sogou's indirect controlling shareholder through the its wholly-owned subsidiary Sohu.com (Search) Limited.

Sohu.com said that on or about the same time as Sogou entered into the merger agreement, Sohu.com and Sohu Search entered into a share purchase agreement with TitanSupernova.

Under the share purchase deal, Sohu Search has agreed to sell all of the Sogou Class A ordinary shares and Sogou Class B ordinary shares owned by it to TitanSupernova for $9.00 per share, which is equal to the per-share merger consideration under the merger agreement.

On completion of the share purchase, Sohu Search will receive aggregate consideration of about $1.18 billion in cash, and Sohu will no longer have any beneficial ownership interest in Sogou.

Upon the effectiveness of the merger, outstanding Sogou Class A ordinary shares, including those shares represented by American depositary shares will be cancelled in exchange for the right of the holders to receive $9.00 in cash per Sogou Class A Ordinary Share or Sogou ADS.

The merger consideration represents a 56.5 percent premium to the closing trading price of the Sogou ADSs on July 24, 2020, the last trading day prior to Sogou's announcement of its receipt of a "going-private" proposal from Tencent. The merger is currently expected to close in the fourth quarter of 2020.

If completed, the share purchase and the merger will result in Sogou becoming a privately-held indirect wholly-owned subsidiary of Tencent.

Sogou ADSs will no longer be listed on the New York Stock Exchange, and the Sogou ADS program will be terminated.

For comments and feedback contact: editorial@rttnews.com

Business News

Editors Pick
Green Field Farms Dairy has recalled its Whole Chocolate Milk product as a laboratory analysis indicated that the product was not effectively pasteurized, the U.S. Food and Drug Administration announced. The recall involves 1,242 units of the Whole Chocolate Milk with an expiration date of September 29, 2021. General Motors will start replacing defective battery modules in Chevrolet Bolt EVs and EUVs with new modules. The replacement battery modules will be shipped to dealers as soon as mid-October, the automaker said in a statement. CVS Health is set to recruit qualified candidates to fill 25,000 clinical and retail jobs during a one-day national career event on Friday, September 24. This will enable CVS to meet the high demand for pharmacists, pharmacy technicians, nurses, and retail store associates to support flu season, COVID-19 vaccinations and testing.
RELATED NEWS
Follow RTT