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Sohu And Sogou Ink Definitive Agreements On Sogou Going-private Transaction

(RTTNews) - Sohu.com Limited (SOHU), a Chinese online media, video, search and gaming business group, said Tuesday that its subsidiary Sogou Inc. (SOGO) has entered into a definitive agreement and plan of merger with THL A21 Limited, TitanSupernova Limited, and Tencent Mobility Limited, collectively known as the Tencent Parties.

Each of these companies is a direct or indirect wholly-owned subsidiary of Tencent Holdings Limited (TCTZF.PK, TCEHY.PK). Pursuant to agreements, Titan Supernova will be merged with and into Sogou in an all-cash transaction, and Sogou will become an indirect wholly-owned subsidiary of Tencent.

Sohu.com is currently Sogou's indirect controlling shareholder through the its wholly-owned subsidiary Sohu.com (Search) Limited.

Sohu.com said that on or about the same time as Sogou entered into the merger agreement, Sohu.com and Sohu Search entered into a share purchase agreement with TitanSupernova.

Under the share purchase deal, Sohu Search has agreed to sell all of the Sogou Class A ordinary shares and Sogou Class B ordinary shares owned by it to TitanSupernova for $9.00 per share, which is equal to the per-share merger consideration under the merger agreement.

On completion of the share purchase, Sohu Search will receive aggregate consideration of about $1.18 billion in cash, and Sohu will no longer have any beneficial ownership interest in Sogou.
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