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Sogou to Form Independent Special Committee to Review Tencent's Preliminary Non-Binding Proposal to Acquire Sogou

July 31, 2020 8:45 pm

BEIJING (PingWest) — China’s search engine Sogou announced Friday that its board of directors has formed a special committee to review and evaluate a previously-announced non-binding proposal included in a letter that the Board received on July 27, 2020 from 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 committee consists of Mr. Bin Gao, Ms. Jinmei He, and Ms. Janice Lee, each an independent director.

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 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.