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Name | Symbol | Market | Type |
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Sogou Inc | NYSE:SOGO | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.95 | 0 | 01:00:00 |
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Sogou Inc.
Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, China Attention: Fion Zhou Tel: +86-10-5689-9999 |
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Tencent Holdings Limited
THL A21 Limited TitanSupernova Limited Tencent Mobility Limited 29/F, Three Pacific Place No. 1 Queen’s Road East Wanchai, Hong Kong Tel: +852 3148 5100 |
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Timothy B. Bancroft
Goulston & Storrs PC 400 Atlantic Avenue Boston, MA 02110, USA Tel: +1 (617) 574-3511 |
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Miranda So
Davis Polk & Wardwell LLP 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong Tel: +852-2533-3373 |
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Calculation of Filing Fee
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Transaction Valuation***
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Amount of Filing Fee****
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$2,131,468,516.28
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$232,543.22
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Exhibit
No. |
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Description
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| (a)(1)* | | | Press Release issued by the Company, dated July 27, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by the Company to the SEC on July 28, 2020). | |
| (a)(2)* | | | Press Release issued by Sohu.com, dated July 27, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by Sohu.com to the SEC on July 27, 2020). | |
| (a)(3)* | | | Press Release issued by the Company, dated July 31, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by the Company to the SEC on July 31, 2020). | |
| (a)(4)* | | | Press Release issued by the Company, dated August 11, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by the Company to the SEC on August 11, 2020). | |
| (a)(5)* | | | Press Release issued by the Company, dated September 29, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by the Company to the SEC on September 29, 2020). | |
| (a)(6)* | | | Press Release issued by Sohu.com, dated September 29, 2020 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by Sohu.com to the SEC on September 29, 2020). | |
| (a)(7)* | | | Annual Report on Form 20-F for the year ended December 31, 2020 of the Company, filed with the SEC on March 18, 2021. | |
| (a)(8)† | | | Press Release issued by the Company, dated September 23, 2021 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by the Company to the SEC on September 23, 2021). | |
| (a)(9)† | | | Press Release issued by Sohu.com, dated September 23, 2021 (incorporated herein by reference to Exhibit 99.1 to a Current Report on Form 6-K furnished by Sohu.com to the SEC on September 23, 2021). | |
| (b) | | | Not applicable. | |
| (c)(1)* | | | Opinion of Duff & Phelps, dated as of September 29, 2020. | |
| (c)(2)* | | | Discussion Materials prepared by Duff & Phelps for discussion with the Special Committee of the Sogou Board, dated as of September 29, 2020. | |
| (d)(1)* | | | Agreement and Plan of Merger, dated as of September 29, 2020, by and among the Company, THL, Parent, and TML (incorporated herein by reference to Exhibit 99.2 to a Current Report on Form 6-K furnished by the Company to the SEC on September 29, 2020). | |
| (d)(2)* | | | Contribution Agreement, dated as of September 29, 2020, by and between THL A21 Limited and TitanSupernova Limited. | |
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Exhibit
No. |
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Description
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| (d)(3)* | | | Share Purchase Agreement, dated as of September 29, 2020, by and among TitanSupernova Limited, Sohu.com (Search) Limited and Sohu.com Limited (incorporated herein by reference to Exhibit 99.3 to a Current Report on Form 6-K furnished by Sohu.com to the SEC on September 29, 2020). | |
| (d)(4)* | | | Amendment No. 1 to Agreement and Plan of Merger, dated as of December 1, 2020, by and among the Company, THL, Parent, and TML. | |
| (d)(5)* | | | Amendment No. 1 to Share Purchase Agreement, dated as of December 1, 2020, by and among Parent, Sohu Search, and Sohu.com. | |
| (d)(6)* | | | Amendment No. 2 to Agreement and Plan of Merger, dated as of July 19, 2021, by and among the Company, THL, Parent, and TML. | |
| (d)(7)* | | | Amendment No. 2 to Share Purchase Agreement, dated as of July 19, 2021, by and among Parent, Sohu Search, and Sohu.com. | |
| (d)(8)† | | | Plan of Merger, dated as of September 23, 2021, by and between the Company and Parent. | |
| (f)(1)* | | | Dissenter Rights. See “Special Factors — Uncertainty as to Ability to Follow the Statutory Procedure to Exercise Dissenters’ Rights.” | |
| (f)(2)* | | | Companies Act (2021 Revision) of the Cayman Islands — section 238. | |
| (g) | | | Not applicable. | |
| | | | SOGOU INC. | | |||
| | | | By: | | |
/s/ Bin Gao
Name: Bin Gao
Title: Chairman of the Special Committee |
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| | | | TENCENT HOLDINGS LIMITED | | |||
| | | | By: | | |
/s/ Huateng Ma
Name: Huateng Ma
Title: Director |
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| | | | THL A21 LIMITED | | |||
| | | | By: | | |
/s/ Huateng Ma
Name: Huateng Ma
Title: Director |
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| | | | TITANSUPERNOVA LIMITED | | |||
| | | | By: | | |
/s/ Hongda Xiao
Name: Hongda Xiao
Title: Director |
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| | | | TENCENT MOBILITY LIMITED | | |||
| | | | By: | | |
/s/ Huateng Ma
Name: Huateng Ma
Title: Director |
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| | | | SOHU.COM LIMITED | | |||
| | | | By: | | |
/s/ Charles Zhang
Name: Charles Zhang
Title: Chief Executive Officer |
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| | | | SOHU.COM (SEARCH) LIMITED | | |||
| | | | By: | | |
/s/ Xiufeng Deng
Name: Xiufeng Deng
Title: Director |
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