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. 1)*
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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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September 29, 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)
58.2% (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 108,833,041 Class A
ordinary shares of the Issuer outstanding as of September 29, 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 39.1% based on
108,833,041 Class A ordinary shares and 278,757,875 Class B
ordinary shares outstanding as of September 29, 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) ☐
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13. |
Percent of Class Represented by Amount in Row (11)
58.2% (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. 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 108,833,041 Class A
ordinary shares of the Issuer outstanding as of September 29, 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 39.1% based on
108,833,041 Class A ordinary shares and 278,757,875 Class B
ordinary shares outstanding as of September 29, 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 Amendment No. 1 to Schedule 13D (this “Amendment No.
1”) amends and supplements the Schedule 13D filed on August 5,
2020 (the “Original Schedule 13D” and, together with this
Amendment No. 1, the “Statement”) 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 of Sogou Inc., an exempted company with limited liability
incorporated under the laws of the Cayman Islands (the
“Issuer”). Unless otherwise stated herein, the Original
Schedule 13D remains in full force and effect. All capitalized
terms used in this Amendment No. 1 but not defined herein shall
have the meanings ascribed thereto in the Original Schedule
13D.
Item
3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and
supplemented by adding at the end thereof the following:
The Reporting Persons intend to finance the purchase of the
Ordinary Shares under the Share Purchase Agreement (as defined in
Item 4) and the Merger (as defined in Item 4) with their cash on
hand.
The information set forth in Item 4 of this Statement is hereby
incorporated by reference in its entirety into this Item 3.
Item
4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and
supplemented by adding at the end thereof the following:
Merger Agreement
On September 29, 2020, the Issuer entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with THL A21,
TitanSupernova Limited (“Parent”), a wholly owned subsidiary
of THL A21, and, solely for the purposes of Section 9.09, Section
9.10 and Section 9.11 thereof, Tencent Mobility Limited, a wholly
owned subsidiary of Tencent. Upon the terms and conditions of the
Merger Agreement, Parent will be merged with and into the Issuer in
a short-form merger in accordance with Section 233(7) of the Cayman
Islands Companies Law, with the Issuer being the surviving company
and becoming a wholly-owned subsidiary of THL A21 (the
“Merger”).
At the effective time of the Merger, (a) each Class A Ordinary
Share and each Class B Ordinary Share issued and outstanding
immediately prior to the effective time of the Merger will be
cancelled in exchange for the right to receive US$9.00 per Ordinary
Share, and (b) each ADS issued and outstanding immediately prior to
the effective time of the Merger will be cancelled in exchange for
the right to receive US$9.00 per ADS (less the ADS cancellation
fees payable by holders of ADSs in accordance with the deposit
agreement for the ADSs), in each case, in cash, without interest
and net of any applicable withholding taxes, except for (i)
Ordinary Shares held by Sohu.com (Search) Limited (“Sohu
Search”), (ii) Ordinary Shares held by THL A21, Parent, the
Issuer or any of their subsidiaries, (iii) Ordinary Shares held by
certain trusts for allocation pursuant to certain restricted share
awards under the Issuer’s share incentive plans, and (iv) Ordinary
Shares (including ADSs corresponding to such Ordinary Shares) held
by the ADS depositary and reserved for issuance and allocation
pursuant to the Issuer’s share incentive plans.
Consummation of the Merger is subject to the satisfaction or waiver
of various conditions set forth in the Merger Agreement, including
the closing of the transactions contemplated by the Share Purchase
Agreement. Because the Merger is a short-form merger, no vote of
the shareholders of the Issuer is required to approve the Merger
Agreement or the Merger. If the Merger is consummated, the ADSs
would be delisted from the New York Stock Exchange, and the
Issuer’s obligation to file periodic reports under the Exchange Act
would terminate.
Share Purchase Agreement
Concurrently with the execution of the Merger Agreement, Parent,
Sohu Search and Sohu.com Limited entered into a Share Purchase
Agreement (the “Share Purchase Agreement”). Pursuant to the
terms and conditions of the Share Purchase Agreement, Sohu Search
will sell 3,717,250 Class A Ordinary Shares and 127,200,000 Class
B
Ordinary Shares to Parent at the purchase price of US$9.00 per
Ordinary Share. At the closing contemplated by the Share Purchase
Agreement, the Class B Ordinary Shares owned by Sohu Search will be
converted into Class A Ordinary Shares and Parent will acquire an
aggregate of 130,917,250 Class A Ordinary Shares under the Share
Purchase Agreement.
Contribution Agreement
Concurrently with the execution of the Merger Agreement, THL A21
and Parent entered into a Contribution Agreement (the
“Contribution Agreement”). Pursuant to the terms and
conditions of the Contribution Agreement, prior to the effective
time of the Merger, THL A21 will contribute all Ordinary Shares
owned by it to Parent.
References to the Merger Agreement, the Share Purchase Agreement
and the Contribution Agreement in this Statement are qualified in
their entirety by reference to the Merger Agreement, the Share
Purchase Agreement and the Contribution Agreement, which are
attached hereto as Exhibits 6, 7 and 8,
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.
Item
5. Interest in Securities of the Issuer
Item 5(a) – (b) of the Original Schedule 13D is hereby amended and
supplemented by adding at the end thereof the following:
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 58.2% of the total outstanding Class A Ordinary
Shares, based on a total of 260,390,916 Class A Ordinary Shares
outstanding as of September 29, 2020 (which consisted of
108,833,041 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 39.1% of the total outstanding Ordinary Shares and
approximately 52.3% of the total voting power of the Issuer, based
on a total of 108,833,041 Class A Ordinary Shares and 278,757,875
Class B Ordinary Shares outstanding as of September 29, 2020,
according to information provided by the Issuer.
Item
7. Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and
supplemented by adding at the end thereof the following:
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Exhibit
Number
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Description of Exhibits
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6 |
Agreement and Plan of Merger, dated as of September 29, 2020, by
and among Sogou Inc., THL A21 Limited, TitanSupernova Limited, and,
solely for purposes of Section 9.09, Section 9.10 and Section 9.11
thereof, Tencent Mobility Limited. |
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7 |
Share Purchase Agreement, dated as of September 29, 2020, by and
among TitanSupernova Limited, Sohu.com (Search) Limited and
Sohu.com Limited. |
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8 |
Contribution Agreement, dated as of September 29, 2020, by and
between THL A21 Limited and TitanSupernova Limited. |
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: October 1, 2020
| TENCENT HOLDINGS
LIMITED |
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| By: |
/s/ Huateng Ma |
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Name: Huateng Ma |
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Title: Director |
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| THL A21 LIMITED |
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| By: |
/s/ Huateng Ma |
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Name: Huateng Ma |
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Title: Director |
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