Sogou Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company

Rhea-AI Summary

Sogou Inc. (NYSE: SOGO) announced that its board received a preliminary non-binding proposal from Tencent Holdings Limited to acquire all outstanding ordinary shares of Sogou at US$9.00 per share. If successful, Sogou would become a privately-held subsidiary of Tencent, with its ADSs delisted from the NYSE. The Sogou Board has not yet made any decisions regarding this proposal, and there is no assurance that Tencent will proceed with a definitive offer. Shareholders are cautioned about potential uncertainties surrounding the transaction.

Positive

• Tencent proposes to acquire Sogou at US$9.00 per share.
• Potential for strategic alignment and synergies with Tencent.

Negative

• No guarantee that a definitive offer will be made by Tencent.
• Potential delisting of Sogou's ADSs from the NYSE.

BEIJING, July 27, 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 "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.

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 Letter 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.

For investor enquiries, please contact:

Jessie Zheng
Sogou Investor Relations
Tel: +86 10 5689 8068
Email: ir@sogou-inc.com

Exhibit A

 

 

View original content to download multimedia:http://www.prnewswire.com/news-releases/sogou-announces-receipt-of-a-preliminary-non-binding-proposal-to-acquire-the-company-301100209.html

SOURCE Sogou Inc.

FAQ

What is the significance of Tencent's proposal for Sogou?

Tencent's proposal could lead to a strategic acquisition, potentially enhancing Sogou's capabilities and market position.

What is the proposed acquisition price for Sogou by Tencent?

The proposed acquisition price is US$9.00 per ordinary share or American depositary share.

When did Sogou receive Tencent's proposal?

Sogou received Tencent's proposal on July 27, 2020.

What are the next steps for Sogou regarding Tencent's acquisition proposal?

A special committee of independent directors will review the proposal before any decisions are made.

Is there a chance that the acquisition by Tencent will not happen?

Yes, there is no assurance that Tencent will make a definitive offer or that the transaction will be approved.