SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 3)
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
Sogou Inc.
(Name of the Issuer)
Sogou Inc.
Tencent Holdings Limited
THL A21 Limited
TitanSupernova Limited
Tencent Mobility Limited
Sohu.com Limited
Sohu.com (Search) Limited
(Name of Person(s) Filing Statement)
Class A Ordinary Shares, par value $0.001 per share*
American Depositary Shares, each representing one Class A Ordinary Share
(Title of Classes of Securities)
83409V104**
(CUSIP Number of Classes of Securities)
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Sogou Inc.
Level 15, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084, China
Attention: Fion Zhou
Tel: +86-10-5689-9999
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Tencent Holdings Limited
THL A21 Limited
TitanSupernova Limited
Tencent Mobility Limited
29/F, Three Pacific Place
No. 1 Queen’s Road East
Wanchai, Hong Kong
Tel: +852 3148 5100
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Sohu.com Limited
Sohu.com (Search) Limited
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190, China
Attention: Joanna Lu (Yanfeng Lv)
Tel: +86-10-6272-6666
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
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Timothy B. Bancroft
Goulston & Storrs PC
400 Atlantic Avenue
Boston, MA 02110, USA
Tel: +1 (617) 574-3511
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Miranda So
Davis Polk & Wardwell LLP
18th Floor, The Hong Kong Club Building
3A Chater Road
Hong Kong
Tel: +852-2533-3373
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This statement is filed in connection with (check the appropriate box):
a. ☐
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ☐
The filing of a registration statement under the Securities Act of 1933.
c. ☐
A tender offer.
d. ☒
None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
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Calculation of Filing Fee
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Transaction Valuation***
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Amount of Filing Fee****
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$2,131,468,516.28
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$232,543.22
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*
Not for trading, but only in connection with the listing on the New York Stock Exchange of the American depositary shares (“ADSs”), each representing one class A ordinary share, par value $0.001 per share, of the issuer (a “Class A Ordinary Share” and collectively, the “Class A Ordinary Shares”).
**
CUSIP number of the ADSs.
***
Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per-share cash payment of $9.00 for 3,717,250 outstanding Class A Ordinary Shares and 127,200,000 outstanding Class B ordinary shares, par value $0.001 per share, of the issuer that are proposed to be purchased by TitanSupernova Limited from Sohu.com (Search) Limited, plus (b) the aggregate cash payment for the proposed per-share cash payment of $9.00 for 104,600,015 outstanding Class A Ordinary Shares subject to the proposed merger of TitanSupernova Limited with and into the issuer, plus (c) the product of 1,312,716 Class A Ordinary Shares underlying the outstanding options that have vested or are expected to vest prior to the closing of the merger, multiplied by $8.999 per option share (which is the difference between the $9.00 per Class A Ordinary Share merger consideration and the exercise price of the options of $0.001 per Class A Ordinary Share) ((a), (b) and (c) together, the “Transaction Valuation”).
****
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
☒
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $231,612.94
Form or Registration No.: Schedule 13E-3 (File No. 005-90221)
Filing Party:
Sogou Inc.; Tencent Holdings Limited; THL A21 Limited; TitanSupernova Limited; Tencent Mobility Limited; Sohu.com Limited; and Sohu.com (Search) Limited
Date Filed: October 28, 2020 ($231,300.95) and December 1, 2020 ($311.99)
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.