Sogou Announces Formation of Independent Special Committee to Review Tencent's Preliminary Non-Binding Proposal to Acquire Sogou

Rhea-AI Summary

Sogou Inc. (NYSE: SOGO) announced the formation of a Special Committee to evaluate Tencent's non-binding proposal to acquire all outstanding shares at US$9.00 per share. This decision follows a letter received by the Board on July 27, 2020. The Special Committee includes independent directors and has engaged legal counsel to assist in the review. Sogou cautions that no decision has been made regarding the proposal, and there is no guarantee of a definitive offer or transaction. Forward-looking statements are included, acknowledging risks and uncertainties regarding potential outcomes.

Positive

• Formation of a Special Committee to evaluate Tencent's acquisition proposal.
• Potential acquisition could lead to improved strategic alignment with Tencent.

Negative

• No assurance that Tencent will make a definitive offer.
• Uncertainty surrounding potential approval and consummation of the transaction.

BEIJING, July 31, 2020 /PRNewswire/ -- 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 "Board") has formed a special committee (the "Special Committee") consisting of Mr. Bin Gao, Ms. Jinmei He, and Ms. Janice Lee, each an independent director, to review and evaluate a previously-announced non-binding proposal (the "Proposal") included in a letter that the Board received on July 27, 2020 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 Special Committee has retained Goulston & Storrs PC as its United States legal counsel in connection with its review and evaluation of the Proposal.

The Company cautions its shareholders and others considering trading the Company's securities that that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that Tencent will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company 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.

Safe Harbor Statement

This announcement may contain forward-looking statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements 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. There can be no assurance that Tencent will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company and Tencent, or that the Proposed Transaction or any other similar transaction will be approved or consummated.

About Sogou

Sogou Inc. (NYSE: SOGO) 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.

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SOURCE Sogou Inc.

FAQ

What is the Tencent acquisition proposal for Sogou?

Tencent proposed to acquire Sogou at US$9.00 per share in cash, evaluating all outstanding shares not already owned by Tencent.

What is the role of the Special Committee formed by Sogou?

The Special Committee is tasked with reviewing and evaluating Tencent's acquisition proposal to protect shareholder interests.

What are the risks associated with the Tencent proposal for Sogou?

There is no guarantee of a definitive offer or completion of the transaction, posing potential uncertainties for shareholders.

When was the Tencent acquisition proposal made?

The proposal was received by Sogou's Board on July 27, 2020.

What financial implications could arise from Tencent's acquisition proposal?

If approved, the acquisition could provide a cash exit for shareholders, but risks include uncertainties surrounding the deal's completion.