Class B ordinary shares, par value $0.001 per share, of Sogou owned by Sohu Search to Parent at a purchase price of $9.00 per share (the “Sohu/Tencent Sogou Share Purchase”). Sohu received gross consideration of approximately $1.18 billion in cash from the Sohu/Tencent Sogou Share Purchase, and no longer has any ownership interest in Sogou. As previously announced, Sogou is a party to a definitive 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 “Sogou Merger Agreement”), by and among Sogou, Parent, and two other wholly-owned subsidiaries of Tencent, THL A21 Limited and Tencent Mobility Limited.
China`s leading online media, video and gaming business group, today announced the completion of the transaction 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 the Company, the Company’s indirect wholly-owned subsidiary Sohu.com (Search) Limited (“Sohu Search”), and TitanSupernova Limited (“Parent”), an indirect wholly-owned subsidiary of Tencent Holdings Limited (“Tencent”), in which Sohu Search sold all of the Class A ordinary shares, par value $0.001 per share, of Sogou Inc.
This announcement contains 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 regarding Sohu and Sohu’s management’s beliefs and expectations, are forward-looking statements. Such statements are based on current plans, estimates and projections that involve risks and uncertainties.
Pursuant to the Sogou Merger Agreement, Parent was merged with and into Sogou (the “Sogou Merger”), with Sogou continuing as the surviving company, effective shortly after the completion of the Sohu/Tencent Sogou Share Purchase. The purchase of Sogou shares by Sohu/Tencent Sogou and the merger of Sogou has made Sogou a private company that is indirectly wholly owned by Tencent.
We caution that a number of important factors could cause actual results to differ materially from those contained in the forward-looking statements. We undertake no obligation to update any forward-looking statements or other information contained in this press release, except as required by applicable law.