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 July 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 July 31, 2020, the registrant’s subsidiary Sogou Inc. (NYSE: SOGO) (“Sogou”) issued a press release announcing that the board of directors of Sogou (the “Sogou Board”) has formed a special committee (the “Sogou Special Committee”) to review and evaluate a previously-announced non-binding proposal (the “Proposal”) included in a letter that the Sogou Board received on July 27, 2020 from Tencent Holdings Limited (“Tencent”) for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary share or ADS (the “Proposed Transaction”), and that the Sogou Special Committee has retained Goulston & Storrs PC as its United States legal counsel in connection with its review and evaluation of the Proposed Transaction. 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: “Sogou Announces Formation of Independent Special Committee to Review Preliminary Tencent’s Non-Binding  Proposal to Acquire Sogou”


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: July 31, 2020

EX-99.1

Exhibit 99.1

Sogou Announces Formation of Independent Special Committee to Review

Tencent’s Preliminary Non-Binding Proposal to Acquire Sogou

BEIJING, China, July 31, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, announced that today its board of directors (the “Board”) has formed a special committee (the “Special Committee”) consisting of Mr. Bin Gao, Ms. Jinmei He, and Ms. Janice Lee, each an independent director, to review and evaluate a previously-announced non-binding proposal (the “Proposal”) included in a letter that the Board received on July 27, 2020 from Tencent Holdings Limited (“Tencent”) for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary share or ADS (the “Proposed Transaction”). The Special Committee has retained Goulston & Storrs PC as its United States legal counsel in connection with its review and evaluation of the Proposal.

The Company cautions its shareholders and others considering trading the Company’s securities that 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:

Yadan Ouyang

Brunswick Group

Tel: +86 10 5960 8600

Email: sogou@brunswickgroup.com