SOGO - SOGO ソゴウ （）

Sogous business and products will be absorbed into corresponding departments under Tencents platform and content group.

BEIJING , Sept. 24, 2021 /PRNewswire/ -- Sogou Inc. (NYSE: SOGO) ("Sogou" or the "Company"), an innovator in search and a leader in China''s internet industry, today announced the completion of the merger (the "Merger"), contemplated by the Agreement and Plan of Merger, dated September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021 (as so amended, the "Merger Agreement"), by and among the Company, THL A21 Limited ("THL"), TitanSupernova Limited ("Parent"), and Tencent Mobility Limited ("TML") (THL, Parent, and TML, each of which is or was a direct or indirect wholly-owned subsidiary of Tencent Holdings Limited (" Tencent ")), in which Parent was merged with and into the Company, with the Company continuing as the surviving company. As a result of the Merger, the Company ceased to be a publicly-traded company and became a privately-held company wholly-owned indirectly by Tencent . Pursuant to the Merger Agreement, all the Class A ordinary shares, par value $0.001 per share, of the Company ("Class A Ordinary Shares"), including Class A Ordinary Shares represented by American depositary shares ("ADSs"), each ADS representing one Class A Ordinary Share, that were issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than the Excluded Shares (as defined in the Merger Agreement) and ADSs representing the Excluded Shares, were cancelled, and ceased to exist, in exchange for the right of the holders thereof to receive $9.00 in cash per Class A Ordinary Share (the "Per Share Merger Consideration") or $9.00 in cash per ADS (the "Per ADS Merger Consideration"), as applicable.

BEIJING , Sept. 24, 2021 /PRNewswire/ -- Sohu.com Limited (NASDAQ: SOHU) ("Sohu" or the "Company"), China''s leading online media, video and gaming business group, today announced the completion of the transaction contemplated by the Share Purchase Agreement, dated September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021 , by and among the Company, the Company''s indirect wholly-owned subsidiary Sohu.com (Search) Limited ("Sohu Search"), and TitanSupernova Limited ("Parent"), an indirect wholly-owned subsidiary of Tencent Holdings Limited (" Tencent "), in which Sohu Search sold all of the Class A ordinary shares, par value $0.001 per share, of Sogou Inc. (NYSE: SOGO)("Sogou") and Class B ordinary shares, par value $0.001 per share, of Sogou owned by Sohu Search to Parent at a purchase price of $9.00 per share (the "Sohu/ Tencent Sogou Share Purchase"). Sohu received gross consideration of approximately $1 .18 billion in cash from the Sohu/ Tencent Sogou Share Purchase, and no longer has any ownership interest in Sogou.

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