BEIJING, May 29, 2018 /PRNewswire/ -- Sohu.com Inc.
(NASDAQ: SOHU) ("Sohu Delaware"), China's leading online media, video, search
and gaming business group, today announced that at a special
meeting held on May 29, 2018,
Beijing time (the "Special
Meeting"), its stockholders approved a proposal for the dissolution
of Sohu Delaware (the "Liquidation") and adoption of a plan of
complete liquidation and dissolution of Sohu Delaware (the "Plan of
Liquidation"), pursuant to which Sohu Delaware will be dissolved;
all outstanding shares of the common stock of Sohu Delaware will be
cancelled, and American depositary shares (the "ADSs") representing
ordinary shares of Sohu.com Limited, a Cayman Islands company ("Sohu Cayman"), will
be distributed to the stockholders of Sohu Delaware on a pro rata
basis.
Sohu Delaware's present intention is to proceed expeditiously
with the Liquidation by filing a Certificate of Dissolution with
the Secretary of State of the State of
Delaware on May 31, 2018
specifying an effective time for the dissolution of Sohu Delaware
on that date of 4:30 PM Eastern Time
(such date and time, the "Effective Time"), although the
Liquidation may be postponed or abandoned by Sohu Delaware's Board
of Directors at any time prior to the Effective Time. As of the
Effective Time Sohu Delaware will distribute to the stockholders of
Sohu Delaware ADSs, each representing one ordinary share of Sohu
Cayman, equal to the number of shares of the common stock of Sohu
Delaware such stockholders held immediately prior to the Effective
Time, on a share-for-shares basis.
From and after the Effective Time, as previously disclosed in
the proxy statement/prospectus for the Special Meeting filed with
the Securities and Exchange Commission on April 23, 2018, the business, operations, and
assets of Sohu Cayman and its subsidiaries and variable interest
entities will be substantially the same as the business,
operations, and assets of Sohu Delaware and its subsidiaries and
variable interest entities immediately prior to the Effective Time,
except that Sohu Cayman will be the top-tier publicly-traded
holding company of the Sohu Group instead of Sohu
Delaware. The Sohu Delaware stockholders as of immediately
prior to the Effective Time will be shareholders of Sohu Cayman
through ownership of the ADSs, and will have the same relative
economic interest in the Sohu Group as they did immediately prior
to the Liquidation.
ADSs representing Sohu Cayman ordinary shares will be listed and
traded on the NASDAQ Global Select Market under the "SOHU" symbol
in place of the shares of the common stock of Sohu Delaware, which
will be delisted as of the Effective Time and will not trade
thereafter. Sohu Delaware expects trading in the ADSs representing
Sohu Cayman ordinary shares on the NASDAQ Global Select Market to
commence on June 1, 2018.
Safe Harbor Statement
This press release contains certain "forward-looking statements"
relating to Sohu Delaware and Sohu Cayman, including statements
regarding the planned completion of the Liquidation and listing and
trading of ADSs representing Sohu Cayman's Ordinary Shares on the
NASDAQ Global Select Market. These statements are forward-looking
in nature and subject to risks and uncertainties that may cause
actual results to differ materially. All forward-looking statements
included in this report are based upon information available to
Sohu Delaware and Sohu Cayman as of the date of this report, which
may change, and Sohu Delaware and Sohu Cayman undertake no
obligation to update or revise any forward-looking statements,
except as may be required under applicable securities law.
About Sohu.com
Sohu.com Inc. (NASDAQ: SOHU) is China's premier online brand and indispensable
to the daily life of millions of Chinese, providing a network of
Web properties and community based/Web 2.0 products which offer the
vast Sohu user community a broad array of choices regarding
information, entertainment and communication. Sohu has built one of
the most comprehensive matrices of Chinese language web properties
and proprietary search engines, consisting of the mass portal and
leading online media destination www.sohu.com; the interactive
search engine www.sogou.com; the developer and operator of online
games www.changyou.com/en/ and the leading online video
website tv.sohu.com.
Sohu's corporate services consist of online brand advertising on
Sohu's matrix of websites as well as bid listing and home page on
its in-house developed search directory and engine. Sohu also
provides multiple news and information services on mobile
platforms, including Sohu News App and the mobile news portal
m.sohu.com. Sohu's online game subsidiary, Changyou.com (NASDAQ:
CYOU) develops and operates a diverse portfolio of PC and mobile
games, such as Tian Long Ba Bu
("TLBB"), one of the most popular PC games in China. Changyou also owns and operates the
17173.com Website, a leading game information portal in
China. Sohu's online search
subsidiary Sogou (NYSE: SOGO) has grown to become the second
largest search engine by mobile queries in China. It also owns and operates Sogou Input
Method, the largest Chinese language input software. Sohu.com,
established by Dr. Charles Zhang,
one of China's internet pioneers,
is in its twenty-second year of operation.
For investor and media inquiries, please contact:
In China:
Mr. Eric
Yuan
|
Sohu.com
Inc.
|
Tel:
|
+86 (10)
6272-6593
|
E-mail:
|
ir@contact.sohu.com
|
In the United
States:
Ms. Linda
Bergkamp
|
Christensen
|
Tel:
|
+1 (480)
614-3004
|
E-mail:
|
lbergkamp@christensenir.com
|
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SOURCE Sohu.com