Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, announced that today its board of directors (the “Sogou Board“) received a letter (the “Proposal Letter“) containing a preliminary non-binding proposal from Tencent Holdings Limited (“Tencent”) for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary share or ADS (the “Proposed Transaction“). The Proposed Transaction, if completed, would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent, and Sogou‘s ADSs would be delisted from the New York Stock Exchange. A copy of the Proposal Letter is attached hereto as Exhibit A.
The Company expects that a special committee of the Sogou Board, composed solely of independent directors, will consider the Proposal Letter and the Proposed Transaction. The Company cautions the Company’s shareholders and others considering trading the Company’s securities that the Sogou Board has just received the Proposal Letter and has not made any decisions with respect to the Proposal Letter and the Proposed Transaction. There can be no assurance that Tencent will make any definitive offer to Sogou, that any definitive agreement relating to the Proposal Letter will be entered into between Sogou and Tencent, or that the Proposed Transaction or any other similar transaction will be approved or consummated.
The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.