Davis Polk is advising Tencent Holdings Limited and its affiliates in connection with the going-private transaction of Sogou Inc. Tencent will acquire from Sohu.com Limited, which is currently Sogou’s indirect controlling shareholder, all of the ordinary shares of Sogou beneficially owned by Sohu for a cash consideration of $9 per ordinary share. After the closing of the share purchase with Sohu, Tencent will consummate the acquisition of Sogou for a cash consideration of $9 per ordinary share or American depositary share in a Cayman Islands short-form merger. If completed, the transaction would result in Sogou becoming a privately-held, indirect wholly owned subsidiary of Tencent, and Sogou’s ADSs would be delisted from the New York Stock Exchange.

Sogou is an innovator in search and a leader in China’s internet industry, the second-largest search engine by mobile queries and the fourth-largest internet company by MAU in China. Sogou is known for innovative products and services, including input software, AI development, voice and image technologies, machine translation and Q&A.

Tencent is a leading integrated Internet services company operating a broad range of Internet services including communication and social, online games, digital content, online advertising, Fintech, cloud and other services for its users, advertisers, merchants and enterprise partners. Tencent develops and delivers highly popular products and services to enhance the quality of life for users and to maximize business opportunities for enterprises and industries through digital transformation.

The Davis Polk corporate team includes partner Miranda So, counsel – registered foreign lawyer Yunpeng Fan and registered foreign lawyer Jie Zhang. Partner Pritesh P. Shah and associate Michael V. Policastro are providing intellectual property advice. The tax team includes counsel Alon Gurfinkel and associate Omer Harel. Counsel Gregory D. Hughes is providing executive compensation advice. Members of the Davis Polk team are based in the Hong Kong, Beijing, New York, Northern California and London offices.