– Sohu.com Limited (NASDAQ: SOHU) (“Sohu” or the “Company”), 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. (NYSE: SOGO)(“Sogou”) and 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. Pursuant to the Sogou Merger Agreement, Parent was merged with and into Sogou (the “Sogou Merger”), with Sogou...
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