Conyers provided Cayman law advice to Sogou Inc. (“Sogou”) on its US$2.1 billion privatisation by way of two step short-form merger and delisting from NYSE.
Sogou is a leader in internet search-related services in China. The company offers Sogou Search, a search engine and the Sogou Input Method, a Chinese language input software for mobile and PC devices. The company also offers advertising services and internet value-added services related to web games and mobile games developed by third parties, as well as other products and services, including smart hardware products. Sogou was incorporated in 2005 and is based in Beijing, China. It is a subsidiary of Sohu.com Inc.
The transaction was structured as a two-step merger whereby (i) more than 90% of the voting power represented by the Class A Ordinary Shares and Class B Ordinary Shares of Sogou was acquired by a subsidiary of Tencent Holdings Limited (HKSE) pursuant to a contribution agreement, and a share purchase agreement with Sohu.com Ltd (NASDAQ); and (ii) the remaining Class A Ordinary Shares were cancelled in exchange for US$9.00 in cash per share in a short-form merger, without shareholder approval, in accordance with section 233(7) of the Companies Act (2021 Revision).
As a result of the merger, Sogou ceased to be publicly-traded on NYSE and became a privately-held company, wholly-owned indirectly by Tencent Holdings Limited.
Consultant David Lamb and Partner Angie Chu of Conyers’ Hong Kong office advised on the matter working alongside Goulston & Storrs.