Davis Polk Advises Tencent on Its Going-Private Offer to Acquire Sogou

Davis Polk is advising Tencent Holdings Limited in connection with its preliminary non-binding proposal to acquire all of the outstanding ordinary shares, including ordinary shares representing American depositary shares ("ADSs"), of Sogou Inc. not already owned by Tencent or its affiliates for $9.00 in cash per ordinary share or ADS. If completed, this 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 and registered foreign lawyers Yunpeng Fan and Jie Zhang. Members of the Davis Polk team are based in the Hong Kong and Beijing offices.