Sogou’s $3.5 Billion Privatization

Zhong Lun, working alongside Conyers, advised Sogou on on its US$3.5bn privatisation by way of two step short-form merger and delisting from NYSE. Walkers acted for Tencent Holdings Limited.

Sogou Inc., an innovator in search and a leader in China’s internet industry, announced the completion of its $3.5 billion going-private transaction and becoming wholly owned by Tencent. 

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).

Goldman Sachs( Asia) is acting as financial adviser to Tencent.

Sogou Inc. operates as a Chinese online search engine. The Company develops Internet applications such as map, voice search, and smart phone assistant, as well as web directory and browser. Sogou serves clients in China.

Tencent Holdings Limited (HKG:0700)  is a Chinese multinational technology conglomerate holding company.

The Zhong Lun team was led by Anthony Zhao (Picture) and William Jia and included  Summer Huang, Crystal Li, etc.; Frank Jiang, Zhao Linge and Wu Yiwei advised on antitrust-related issues; and Meng Xianshi and Mark Gao also provided legal support in their respective areas of expertise.

The Conyers’ team consisted of consultant David Lamb and Partner Angie Chu. 

The Walkers’ Hong Kong team consisted of partner Nicholas Davies assisted by senior associate Kevin Ho and associate Henry Williams. Theo Lefkos and Nikhil Jha added support from Walkers’ Cayman Islands office.

Involved fees earner: Angie Chu – Conyers Dill & Pearman; David Lamb – Conyers Dill & Pearman; Nicholas Davies – Walkers Global; Kevin Ho – Walkers Global; Nikhil Jha – Walkers Global; Theo Lefkos – Walkers Global; Henry Williams – Walkers Global; Mark Gao – Zhong Lun Law Firm; Summer Huang – Zhong Lun Law Firm; William Jia – Zhong Lun Law Firm; Frank Jiang – Zhong Lun Law Firm; Crystal Li – Zhong Lun Law Firm; Zhao Linge – Zhong Lun Law Firm; Meng Xianshi – Zhong Lun Law Firm; Wu Yiwei – Zhong Lun Law Firm; Anthony Zhao – Zhong Lun Law Firm;

Law Firms: Conyers Dill & Pearman; Walkers Global; Zhong Lun Law Firm;

Clients: Sogou; Tencent Holdings Inc.;

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Author: Alejandro Girola