UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2020
Commission File Number: 000-38511
SOHU.COM LIMITED
(Exact name of registrant as specified in its charter)
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190, People’s Republic of China
+86-10-6272-6666
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ No ☒
On August 11, 2020, the registrant’s subsidiary Sogou Inc. (NYSE: SOGO) (“Sogou”) issued a press release announcing that the special committee (the “Sogou Special Committee”) of the board of directors of Sogou (the “Sogou Board”) formed to review and evaluate the previously-announced non-binding proposal (the “Proposal”) included in a letter that the Sogou Board received on July 27, 2020 from Tencent Holdings Limited (including its affiliates, “Tencent”) for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented by American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent for US$9.00 in cash per ordinary share or ADS (the “Proposed Transaction”), has retained Duff & Phelps, LLC as the Sogou Special Committee’s financial advisor in connection with its review and evaluation of the Proposal. A copy of the press release issued by Sogou regarding the foregoing is submitted herewith as Exhibit 99.1 and is incorporated herein by reference.
Safe Harbor Statement
This report on Form 6-K may contain forward-looking statements. Statements that are not historical facts, including statements about the registrant’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The registrant cautions you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no assurance that Tencent will make any definitive offer to Sogou, that any definitive agreement relating to the Proposal will be entered into between Sogou and Tencent, or that the Proposed Transaction or any other similar transaction will be approved or consummated.
Exhibits.
| 99.1 | Press Release issued by Sogou on August 11, 2020: “Sogou Announces Appointment of Independent Financial Advisor” |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sohu.com Limited | ||
| By: | /s/ Joanna Lv | |
| Name: Joanna Lv | ||
| Title: Chief Financial Officer | ||
Date: August 12, 2020
Exhibit 99.1
Sogou Announces Appointment of Independent Financial Advisor
BEIJING, CHINA, August 11, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, today announced that the special committee (the “Special Committee”) of the board of directors of the Company (the “Board”) has retained Duff & Phelps, LLC as its independent financial advisor.
The Special Committee was formed to review and evaluate the previously announced non-binding proposal (the “Proposal”) included in a letter that the Board received on July 27, 2020 from Tencent Holdings Limited (including its affiliates, “Tencent”). Under the Proposal, Tencent proposed to acquire all of the outstanding ordinary shares, including ordinary shares represented by American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent for US$9.00 in cash per ordinary share or ADS (the “Proposed Transaction”).
The Company cautions its shareholders and others considering trading the Company’s securities that neither the Board nor the Special Committee has made any decision with respect to the Company’s response to the Proposal. There can be no assurance that Tencent will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company and Tencent, or that the Proposed Transaction or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
Safe Harbor Statement
This announcement may contain forward-looking statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no assurance that Tencent will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company and Tencent, or that the Proposed Transaction or any other similar transaction will be approved or consummated.
About Sogou
Sogou Inc. (NYSE: SOGO) is an innovator in search and a leader in China’s internet industry. With a mission to make it easy to communicate and get information, Sogou has grown to become the second-largest search engine by mobile queries and the fourth largest internet company by MAU in China. Sogou has a wide range of innovative products and services, including the Sogou Input Method, which is the largest Chinese language input software for both mobile and PC. Sogou is also at the forefront of AI development and has made significant breakthroughs in voice and image technologies, machine translation, and Q&A, which have been successfully integrated into our products and services.
For investor enquiries, please contact:
Jessie Zheng
Sogou Investor Relations
Tel: +86 10 5689 8068
Email: ir@sogou-inc.com
For media enquiries, please contact:
Serena Liu
Sogou Public Relations
Tel: +86 10 5689 9999 (61958)
Email: press@sogou-inc.com