BEIJING, Sept. 29, 2020 /PRNewswire/ — Sohu.com Limited (NASDAQ: SOHU) (“Sohu” or the “Company”), China’s leading online media, video, search and gaming business group, announced today that its subsidiary Sogou Inc. (NYSE: SOGO) (“Sogou”) has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with THL A21 Limited (“THL”), TitanSupernova Limited (“Parent”), and Tencent Mobility Limited (“TML”) (THL, Parent, and TML, collectively, the “Tencent Parties”), each of which is a direct or indirect wholly-owned subsidiary of Tencent Holdings Limited (“Tencent“), pursuant to which Parent will be merged with and into Sogou in an all-cash transaction (the “Merger”), and Sogou will become an indirect wholly-owned subsidiary of Tencent.¬†

Sohu logo. (PRNewsFoto/Sohu.com Inc.)
Sohu logo. (PRNewsFoto/Sohu.com Inc.)

The Company also announced today that on or about the same time as Sogou entered into the Merger Agreement, the Company, which is currently Sogou’s indirect controlling shareholder through the Company’s wholly-owned subsidiary Sohu.com (Search) Limited (“Sohu Search”), and Sohu Search have entered into a share purchase agreement with Parent (the “Share Purchase Agreement”), pursuant to which Sohu Search has agreed to sell all of the Sogou Class A ordinary shares (each, a “Sogou Class A Ordinary Share”) and Sogou Class B ordinary shares owned by it to Parent (the “Share Purchase”) at a purchase price of $9.00 per share, which is equal to the per-share Merger Consideration (as defined below) under the Merger Agreement.¬† If the Share Purchase is completed, Sohu Search will receive aggregate consideration of approximately $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 Sogou Class A Ordinary Shares represented by American depositary shares (“Sogou ADSs”), other than Excluded Shares (as defined in the Merger Agreement),