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
Pittsburgh, Pennsylvania -based Thorley Industries, LLC, d.b.a. 4Moms is recalling more than 2 million MamaRoo swings and RockaRoo rockers citing entanglement and strangulation risks, the U.S. Consumer Product Safety Commission said. The recall was initiated after 4moms received two reports of entanglement incidents, including one death. Retail giant Walmart is partnering with media major Paramount Global to offer Paramount+ Essential subscription to Walmart+ members at no extra cost. Starting in September, Walmart+ members will be able to stream premium entertainment as part of their membership with Paramount+, a direct-to-consumer digital subscription video on-demand and live streaming service. Fifth Season is recalling a limited amount of its branded Crunchy Sesame Salad Kits due to undeclared milk and egg, known allergens, the U.S. Food and Drug Administration said. The recall involves Fifth Season branded Crunchy Sesame Salad Kit with UPC Code: 52070008147 and Best By Date of 16-AUG-2022 and 15-AUG-2022.
RELATED NEWS
Follow RTT