UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Sogou Inc. |
| (Name of
Issuer) |
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Class A ordinary shares, par value US$0.001 per share |
| (Title of Class of
Securities) |
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|
83409V104** |
| (CUSIP Number) |
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Tencent Holdings Limited
29/F., Three Pacific Place
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100 |
(Name, Address and
Telephone Number of Person Authorized to
Receive Notices and Communications) |
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July 27, 2020 |
| (Date of Event
which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or
1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
** This CUSIP number applies to the American Depositary Shares,
evidenced by American Depositary Receipts, each representing one
Class A ordinary shares, par value US$0.001 per share. No CUSIP has
been assigned to the Class A ordinary shares.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section of the
Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
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1. |
Names of Reporting Persons
Tencent Holdings Limited
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
AF, WC
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(D) or
2(E) ☐
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6. |
Citizenship or Place of Organization
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7. |
Sole Voting Power
151,557,875 (1)
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8. |
Shared Voting Power
0
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9. |
Sole Dispositive Power
151,557,875 (1)
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10. |
Shared Dispositive Power
0
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
151,557,875
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions) ☐
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13. |
Percent of Class Represented by Amount in Row (11)
58.3% (2)
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14. |
Type of Reporting Person (See Instructions)
CO
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_____________________________
(1) Represents Class B ordinary shares of the Issuer held by THL
A21 Limited, which is a wholly-owned subsidiary of Tencent Holdings
Limited. Each Class B ordinary share of the Issuer is convertible
at the option of the holder at any time into one Class A ordinary
share of the Issuer.
(2) The
percentage is calculated based on 108,304,682 Class A ordinary
shares of the Issuer outstanding as of March 31, 2020, according to
information provided by the Issuer. If the percentage ownership of
the Reporting Person were to be calculated in relation to all of
the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares, such percentage would be 39.2% based on
108,304,682 Class A ordinary shares and 278,757,875 Class B
ordinary shares outstanding as of March 31, 2020, according to
information provided by the Issuer. The voting power of the Class B
ordinary shares beneficially owned by the Reporting Person
represents approximately 52.3% of the aggregate voting power of the
Issuer.
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1. |
Names of Reporting Persons
THL A21 Limited
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|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
AF
|
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(D) or
2(E) ☐
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6. |
Citizenship or Place of Organization
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7. |
Sole Voting Power
151,557,875 (1)
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8. |
Shared Voting Power
0
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9. |
Sole Dispositive Power
151,557,875 (1)
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10. |
Shared Dispositive Power
0
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
151,557,875
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|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions) ☐
|
|
13. |
Percent of Class Represented by Amount in Row (11)
58.3% (2)
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14. |
Type of Reporting Person (See Instructions)
CO
|
_____________________________
(1) Represents Class B ordinary shares of the Issuer held by THL
A21 Limited. Each Class B ordinary share of the Issuer is
convertible at the option of the holder at any time into one Class
A ordinary share of the Issuer.
(2) The
percentage is calculated based on 108,304,682 Class A ordinary
shares of the Issuer outstanding as of March 31, 2020, according to
information provided by the Issuer. If the percentage ownership of
the Reporting Person were to be calculated in relation to all of
the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares, such percentage would be 39.2% based on
108,304,682 Class A ordinary shares and 278,757,875 Class B
ordinary shares outstanding as of March 31, 2020, according to
information provided by the Issuer. The voting power of the Class B
ordinary shares beneficially owned by the Reporting Person
represents approximately 52.3% of the aggregate voting power of the
Issuer.
Introduction
This Schedule 13D (this “Statement”) is being filed by
Tencent Holdings Limited, a Cayman Islands company
(“Tencent”), and THL A21 Limited, a British Virgin Islands
company and a wholly-owned subsidiary of Tencent (“THL A21”,
and together with Tencent, the “Reporting Persons”), in
respect of the Class A ordinary shares, par value US$0.001 per
share (the “Class A Ordinary Shares”), of Sogou Inc., a
company incorporated under the laws of the Cayman Islands (the
“Issuer”).
Item
1. Security and Issuer
The title and class of equity securities to which this Statement
relates are the Class A Ordinary Shares. The address of the
principal executive offices of the Issuer is Level 15, Sohu.com
Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian
District, Beijing 100084, People’s Republic of China.
The Issuer’s ordinary shares (the “Ordinary Shares”) consist
of Class A Ordinary Shares and Class B ordinary shares, par value
US$0.001 per share (the “Class B Ordinary Shares”). The
rights of the holders of Class A Ordinary Shares and Class B
Ordinary Shares are identical, except with respect to conversion
rights and voting rights. Each Class B Ordinary Share is
convertible at the option of the holder at any time into one Class
A Ordinary Share. Each Class B Ordinary Share is entitled to ten
votes and each Class A Ordinary Share is entitled to one vote.
The Issuer’s American depositary shares, each representing one
Class A Ordinary Share (the “ADSs”), are listed on the New
York Stock Exchange under the symbol “SOGO.”
Item
2. Identity and Background
(a) – (c), (f) This Statement is being jointly filed by:
(i) Tencent Holdings Limited, a Cayman Islands company; and
(ii) THL A21 Limited, a British Virgin Islands company and a
wholly-owned subsidiary of Tencent.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into a joint filing agreement
attached hereto as Exhibit 1, with respect to the joint
filing of this Statement and any amendment or amendments
hereto.
The address of Tencent’s principal office is Cricket Square,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands. The address of THL A21’s principal office is P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands.
Tencent is
an internet service portal in China providing value-added internet,
mobile and telecom services and online advertising and has been
listed on the main board of the Hong Kong Stock Exchange since June
16, 2004 (SEHK 700). THL A21 is a wholly-owned subsidiary of
Tencent and is principally engaged in the business of holding
securities in portfolio companies in which Tencent
invests.
Attached hereto as Appendix A, and incorporated herein by
reference, is information concerning each executive officer and
director of Tencent and THL A21, which is required to be disclosed
in response to Item 2 and General Instruction C to Schedule
13D.
(d) – (e) None of the Reporting Persons nor any of the persons or
entities referred to in Appendix A has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
The
Reporting Persons anticipate that, at the price per Ordinary Share
set forth in the Proposal (as defined in Item 4), approximately
US$2.1 billion would be expended in acquiring all of the Ordinary
Shares owned by the shareholders of the Issuer other than the
Reporting Persons and their affiliates.
The Reporting Persons intend to finance the Transaction (as defined
in Item 4) with their cash on hand.
Item
4. Purpose of Transaction
Prior to
the Issuer’s initial public offering on November 9, 2017, THL A21
held 151,557,875 shares in the Issuer in the aggregate (consisting
of 6,757,875 pre-IPO Class A ordinary shares, 79,368,421 pre-IPO
Class B ordinary shares and 65,431,579 pre-IPO Series B preferred
shares). Upon the completion of the initial public offering of the
Issuer, all such shares were automatically converted into and
re-designated as Class B Ordinary Shares on a one-to-one
basis.
On July 27, 2020, Tencent, for itself and on behalf of its
affiliates, submitted a preliminary non-binding proposal (the
“Proposal”) to the board of directors of the Issuer (the
“Board”). In the Proposal, Tencent proposed to acquire all
of the outstanding Ordinary Shares that are not already
beneficially owned by Tencent and its affiliates for US$9 per share
in a going private transaction (the “Transaction”).
If the Transaction is carried out and consummated, the ADSs will no
longer be traded on the New York Stock Exchange and the
registration of the Ordinary Shares under Section 12 of the
Exchange Act is expected to be terminated. No assurance can be
given that any definitive agreement will be entered into or the
Transaction will be consummated. The Proposal provides that it does
not constitute any binding commitment with respect to the
Transaction and that a binding commitment will result only from the
execution of definitive agreements based on the terms and
conditions therein.
Concurrently with the submission of the Proposal, Tencent entered
into a support agreement (the “Support Agreement”) with Mr.
Charles Zhang, who beneficially owns approximately 6.4% of the
total issued and outstanding Ordinary Shares and 0.9% of the total
voting power of the Issuer based on the Issuer’s public filings.
Under the Support Agreement, Mr. Charles Zhang agreed, among other
things, to vote all of the Ordinary Shares beneficially owned by
him in favor of the Transaction and to sell to Tencent or its
affiliates all the Ordinary Shares beneficially owned by him prior
to or in the Transaction.
References to the Proposal and the Support Agreement in this
Statement are qualified in their entirety by reference to the
Proposal and the Support Agreement, which are attached hereto as
Exhibits 2 and 3, respectively, and are incorporated
herein by reference in their entirety.
Except as disclosed in this Statement, the Reporting Persons do not
currently have any plans or proposals that relate to, or would
result in, any of the matters listed in Items 4(a) – (j) of
Schedule 13D, although, depending on the factors discussed herein,
the Reporting Persons may change their purpose or formulate
different plans or proposals with respect thereto at any time.
The Reporting Persons intend to review their investments in the
Issuer on a continuing basis. Any actions the Reporting Persons
might undertake may be made at any time and from time to time
without prior notice and will be dependent upon the Reporting
Persons’ review of numerous factors, including, but not limited to:
an ongoing evaluation of the Issuer’s business, financial
condition, operations and prospects; price levels of the Issuer’s
securities; general market, industry and economic conditions; the
relative attractiveness of alternative business and investment
opportunities; and other future developments. The Reporting Persons
may acquire additional securities of the Issuer, or retain or sell
all or a portion of the securities then held, in the open market or
in privately negotiated transactions. In connection with the
Proposal, the Reporting Persons may engage in discussions with
management, the Board, and securityholders of the Issuer and other
relevant parties or encourage, cause or seek to cause the Issuer or
such persons to consider or explore extraordinary corporate
transactions.
Item
5. Interest in Securities of the Issuer
(a) – (b) As of the date of this Statement, each Reporting Person
beneficially owns and has the sole power to vote or direct the
vote, or to dispose or direct the disposition of, 151,557,875 Class
B Ordinary Shares, which are directly held by THL A21.
The Class
B Ordinary Shares held by the Reporting Persons represent
approximately 58.3% of the total outstanding Class A Ordinary
Shares, based on a total of 259,862,557 Class A Ordinary Shares
outstanding as of March 31, 2020 (which consisted of 108,304,682
Class A Ordinary Shares, according to information provided by the
Issuer, plus 151,557,875 Class B Ordinary Shares held by the
Reporting Persons (assuming conversion of such Class B Ordinary
Shares into Class A Ordinary Shares)).
The Class
B Ordinary Shares held by the Reporting Persons represent
approximately 39.2% of the total outstanding Ordinary Shares and
approximately 52.3% of the total voting power of the Issuer, based
on a total of 108,304,682 Class A Ordinary Shares and 278,757,875
Class B Ordinary Shares outstanding as of March 31, 2020, according
to information provided by the Issuer.
Because of the arrangements in the Support Agreement, the Reporting
Persons may be deemed to constitute a “group” for purposes of
Section 13(d)(3) of the Exchange Act together with Mr. Charles
Zhang, who beneficially owns 24,686,863 Class A Ordinary Shares,
representing approximately 6.4% of the total outstanding Ordinary
Shares and 0.9% of the total voting power of the Issuer based on
the Issuer’s public filings. However, neither the filing of this
Statement nor any of its contents shall be deemed to constitute an
admission by any Reporting Person that it is the beneficial owner
of any of the Ordinary Shares beneficially owned by Mr. Charles
Zhang or his affiliates for any purpose, and such beneficial
ownership is expressly disclaimed.
Because of the arrangements in the Voting Agreement (as defined in
Item 6 below), the Reporting Persons may be deemed to constitute a
“group” for purposes of Section 13(d)(3) of the Exchange Act
together with Sohu Search (as defined in Item 6 below), which
beneficially owns 3,717,250 Class A Ordinary Shares and 127,200,000
Class B Ordinary Shares, representing approximately 33.8% of the
total outstanding Ordinary Shares and 44.1% of the total voting
power of the Issuer based on the Issuer’s public filings. However,
neither the filing of this Statement nor any of its contents shall
be deemed to constitute an admission by any Reporting Person that
it is the beneficial owner of any of the Ordinary Shares
beneficially owned by Sohu Search or its affiliates for any
purpose, and such beneficial ownership is expressly disclaimed.
(c) To the knowledge of the Reporting Persons with respect to the
persons named in response to Item 5(a), none of the persons named
in response to Item 5(a) has effected any transactions in the Class
A Ordinary Shares during the past 60 days.
(d) Except as disclosed in Item 2, no person is known to the
Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, any securities covered by this Statement.
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Issuer, Sohu.com (Search) Limited (“Sohu Search”) and
THL A21 entered into a voting agreement (the “Voting
Agreement”) on August 11, 2017. Under the Voting Agreement,
Sohu Search and THL A21 have agreed that, subject to certain
exceptions, (i) within three years following the completion of the
Issuer’s initial public offering, Sohu Search will vote all Class B
Ordinary Shares and Class A Ordinary Shares held by Sohu, and THL
A21 will vote 45,578,896 of THL A21’s Class B Ordinary Shares, to
elect the Issuer’s directors such that the Board will consist of
seven directors, four of whom will be appointed by Sohu, two of
whom will be appointed by THL A21, and the seventh of whom will be
the Issuer’s then chief executive officer, and (ii) after three
years following the completion of the Issuer’s initial public
offering, Sohu Search will be entitled to choose to change the size
and composition of the Board, subject to THL A21’s right to appoint
at least one director. References to the Voting Agreement in this
Statement are qualified in their entirety by reference to the
Voting Agreement, which is attached hereto as Exhibit 4 and
is incorporated herein by reference in its entirety.
The Issuer, Sohu Search, THL A21 and Photon Group Limited entered
into a registration rights agreement (the “Registration Rights
Agreement”) on August 11, 2017. Under the Registration Rights
Agreement, Sohu Search, THL A21, and Photon Group Limited are
entitled to registration rights, including demand registration
rights, Form F-3 registration rights and piggyback registration
rights at any time after the termination of the underwriters’
lockup period applicable to the Issuer’s initial public offering.
References to the Registration Rights Agreement in this Statement
are qualified in their entirety by reference to the Registration
Rights Agreement, which is attached hereto as Exhibit 5 and
is incorporated herein by reference in its entirety.
The information set forth in Items 3, 4 and 5 of this Statement is
hereby incorporated by reference in its entirety into this Item
6.
To the best knowledge of the Reporting Persons, except as provided
herein, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting Persons
and any other person with respect to any securities of the Issuer,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency, the
occurrence of which would give another person voting power over the
securities of the Issuer.
Item
7. Material to be Filed as Exhibits
|
Exhibit Number
|
Description of Exhibits
|
| 1 |
Joint Filing Agreement dated as of August 5, 2020 by and between
Tencent Holdings Limited and THL A21 Limited.
|
| |
|
| 2 |
Proposal from Tencent
Holdings Limited to the Board dated July 27, 2020 (incorporated by
reference to Exhibit A to Exhibit 99.1 to the Form 6-K filed by the
Issuer on July 28, 2020). |
| |
|
| 3 |
Support Agreement dated as of July 27,
2020 by and between Charles Zhang and Tencent Holdings
Limited. |
| |
|
| 4 |
Voting Agreement dated as of August 11,
2017 by and among Sogou Inc., Sohu.com (Search) Limited, and THL
A21 Limited (incorporated by reference to Exhibit 10.7 to the
Issuer’s Registration Statement on Form F-1 (file no. 333-220928)
filed on October 13, 2017). |
| |
|
| 5 |
Registration Rights Agreement dated as
of August 11, 2017 by and among Sogou Inc., Sohu.com (Search)
Limited, Photon Group Limited and THL A21 Limited (incorporated by
reference to Exhibit 10.8 to the Issuer’s Registration Statement on
Form F-1 (file no. 333-220928) filed on October 13, 2017).
|
SIGNATURE
After reasonable 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.
Date: August 5, 2020
| TENCENT HOLDINGS
LIMITED |
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| By: |
/s/ Martin Lau |
|
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Name: Martin Lau |
|
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Title: Authorized
Signatory |
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| THL A21 LIMITED |
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| By: |
/s/ Martin Lau |
|
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Name: Martin Lau |
|
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Title: Authorized
Signatory |
|
Appendix A
EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS
LIMITED
The names of the directors and the names and titles of the
executive officers of Tencent Holdings Limited and their principal
occupations are set forth below. The business address of each of
the directors or executive officers is c/o Tencent Holdings
Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East,
Wanchai, Hong Kong. Unless otherwise indicated, each occupation set
forth opposite an individual’s name is with Tencent Holdings
Limited.
|
Name
|
Present Principal Employment
|
Citizenship
|
| Directors: |
|
|
| Ma Huateng |
Chairman of the
Board and Executive Director |
People’s Republic of China |
| Lau Chi Ping Martin |
Executive
Director |
People’s Republic of China (Hong Kong
SAR) |
| Jacobus Petrus (Koos) Bekker |
Non-Executive
Director |
Republic of South Africa |
| Charles St Leger Searle |
Non-Executive
Director |
Republic of South Africa |
| Li Dong Sheng |
Independent
Non-Executive Director |
People’s Republic of China |
| Iain Ferguson Bruce |
Independent
Non-Executive Director |
People’s Republic of China (Hong Kong
SAR) |
| Ian Charles Stone |
Independent
Non-Executive Director |
People’s Republic of China (Hong Kong
SAR) |
| Yang Siu Shun |
Independent
Non-Executive Director |
People’s Republic of China (Hong Kong
SAR) |
| Ke Yang |
Independent
Non-Executive Director |
People’s Republic of China |
| |
|
|
| Executive officers: |
|
|
| Ma Huateng |
Chief Executive
Officer |
People’s Republic of China |
| Lau Chi Ping Martin |
President |
People’s Republic of China (Hong Kong
SAR) |
| Xu Chenye |
Chief Information
Officer |
People’s Republic of China |
| Ren Yuxin |
Chief Operating
Officer and President of Platform & Content Group and
Interactive Entertainment Group |
People’s Republic of China |
| James Gordon Mitchell |
Chief Strategy
Officer and Senior Executive Vice President |
United Kingdom of Great Britain and
Northern Ireland |
| David A M Wallerstein |
Chief Exploration
Officer and Senior Executive Vice President |
United States of America |
| John Shek Hon Lo |
Chief Financial
Officer and Senior Vice President |
People’s Republic of China (Hong Kong
SAR) |
EXECUTIVE OFFICERS AND DIRECTORS OF THL A21 LIMITED
The names of the directors and the names and titles of the
executive officers of THL A21 Limited and their principal
occupations are set forth below. The business address of each of
the directors or executive officers is c/o Tencent Holdings
Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East,
Wanchai, Hong Kong. Unless otherwise indicated, each occupation set
forth opposite an individual’s name is with THL A21 Limited.
|
Name
|
Title
|
Citizenship
|
| Directors: |
|
|
| Ma Huateng |
Director |
People’s Republic of China |
| Charles St Leger Searle |
Director |
Republic of South Africa |
| |
|
|
| Executive officers: |
|
|
| N/A |
|
|
