BEIJING, Sept. 23, 2021 /PRNewswire/ -- Sogou Inc. (NYSE:
SOGO) ("Sogou" or the "Company"), an innovator in search and a
leader in China's internet
industry, today announced the completion of the merger (the
"Merger"), contemplated by the Agreement and Plan of Merger, dated
September 29, 2020 and amended on
December 1, 2020 and further amended
on July 19, 2021 (as so amended, the
"Merger Agreement"), by and among the Company, THL A21 Limited
("THL"), TitanSupernova Limited ("Parent"), and Tencent Mobility Limited ("TML") (THL, Parent,
and TML, each of which is or was a direct or indirect wholly-owned
subsidiary of Tencent Holdings
Limited ("Tencent")), in which Parent
was merged with and into the Company, with the Company continuing
as the surviving company. As a result of the Merger, the
Company ceased to be a publicly-traded company and became a
privately-held company wholly-owned indirectly by Tencent.
Pursuant to the Merger Agreement, all the Class A ordinary
shares, par value $0.001 per share,
of the Company ("Class A Ordinary Shares"), including Class A
Ordinary Shares represented by American depositary shares ("ADSs"),
each ADS representing one Class A Ordinary Share, that were issued
and outstanding immediately prior to the effective time of the
Merger (the "Effective Time"), other than the Excluded Shares
(as defined in the Merger Agreement) and ADSs representing the
Excluded Shares, were cancelled, and ceased to exist, in exchange
for the right of the holders thereof to receive $9.00 in cash per Class A Ordinary Share (the
"Per Share Merger Consideration") or $9.00 in cash per ADS (the "Per ADS Merger
Consideration"), as applicable.
Payment of the Per ADS Merger Consideration (less an ADS
cancellation fee of $0.05 per ADS and
any other applicable fees), without interest and net of any
applicable withholding taxes, will be made to holders of ADSs in
respect of ADSs they held representing Class A Ordinary Shares that
were issued and outstanding immediately prior to the Effective Time
as soon as practicable after The Bank of New York Mellon, the ADS
depositary, receives the aggregate Per ADS Merger Consideration
from the paying agent. Shareholders of record of the Company as of
immediately prior to the Effective Time who are entitled to the Per
Share Merger Consideration will receive from the paying agent a
letter of transmittal and instructions on how to surrender their
share certificates representing their Class A Ordinary Shares, if
any, in exchange for the Per Share Merger Consideration, without
interest and net of any applicable withholding taxes, and should
wait to receive the letter of transmittal before surrendering their
share certificates.
Shortly prior to the completion of the Merger on September 23, 2021, the transactions contemplated
by the Share Purchase Agreement, dated September 29, 2020 and amended on December 1, 2020 and further amended on
July 19, 2021, by and among Sohu.com
Limited, Sohu.com (Search) Limited ("Sohu Search"), and Parent,
providing for Sohu Search's sale to Parent of all of the Class A
Ordinary Shares and Class B ordinary shares, par value of
$0.001 per share, of the Company
("Class B Ordinary Shares") owned by Sohu Search (the
"Sohu/Tencent Sogou Share Purchase")
were completed. As a result of the completion of the
Sohu/Tencent Sogou Share Purchase and
the contribution by THL of all of the Class B Ordinary Shares held
by THL to Parent, Parent held at least 90% of the voting power
represented by all issued and outstanding Class A Ordinary Shares
and Class B Ordinary Shares of the Company immediately prior to the
completion of the Merger, and the Merger was effected through a
statutory short-form merger of Parent with and into the Company in
accordance with section 233(7) of the Companies Act of the
Cayman Islands.
The Company also announced today that it has requested that
trading of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended and that the NYSE file with the Securities and Exchange
Commission (the "SEC") a Form 25 (the "Form 25") notifying the SEC
of the NYSE's withdrawal of the ADSs from listing on the NYSE and
intention to withdraw the Class A Ordinary Shares from registration
under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company intends to file
with the SEC, 10 days after the NYSE files the Form 25, a Form 15
suspending the Company's reporting obligations under the Exchange
Act and withdrawing the registration of the Class A Ordinary Shares
under the Exchange Act. The deregistration will become effective 90
days after the filing of the Form 25 or such shorter period as may
be determined by the SEC. The Company's obligations to file
with or furnish to the SEC certain reports and forms, including
Form 20-F and Form 6-K, will be suspended immediately as of the
filing date of the Form 15 and will terminate once the
deregistration of the Class A Ordinary Shares becomes
effective.
The management and the board of
directors of Sogou thank the Sogou team for their efforts so far,
and look forward to a new chapter for Sogou now
beginning.
Safe Harbor Statement
This announcement includes statements that constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934. Statements that are not
historical facts, including statements about Sogou's and Sogou
management's beliefs and expectations are forward-looking
statements. Any such statements are based on current plans,
estimates, and projections, which involve inherent risks and
uncertainties. The Company cautions you that a number of important
factors could cause actual results to differ materially from those
contained in any forward-looking statement. The Company does not
undertake any obligation to update any forward-looking statement or
other information included in this press release, except as may be
required by applicable law.
About Sogou
Sogou is an innovator in search and a leader in China's internet industry. With a mission to
make it easy to communicate and get information, Sogou has grown to
become the second-largest search engine by mobile queries and the
fourth largest internet company by MAU in China. Sogou has a wide range of innovative
products and services, including the Sogou Input Method, which is
the largest Chinese language input software for both mobile and PC.
Sogou is also at the forefront of AI development and has made
significant breakthroughs in voice and image technologies, machine
translation, and Q&A, which have been successfully integrated
into our products and services.
For investor enquiries, please contact:
Sogou Investor Relations
Tel: +86 10 5689 8068
Email: ir@sogou-inc.com
For media enquiries, please contact:
Sogou Public Relations
Tel: +86 10 5689 9999 (61958)
Email: press@sogou-inc.com
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SOURCE Sogou Inc.