SOHU.COM INC. (NASDAQ:SOHU) Files An 8-K Regulation FD DisclosureItem 7.01.
On April2, 2018, the board of directors (the “Sohu Board”) of Sohu.com Inc., a Delaware corporation (the “Registrant”), unanimously approved the dissolution of the registrant (the “Liquidation”) and adopted a plan of complete liquidation and dissolution of the registrant (the “Plan of Liquidation”). If implemented, the Liquidation and the Plan of Liquidation will result in, among other things, the dissolution of the Registrant, the cancellation of all outstanding shares of the common stock of the Registrant, and the pro rata distribution to the stockholders of the Registrant of American depositary shares (the “ADSs”) representing ordinary shares (“Ordinary Shares”) of Sohu.com Limited, a Cayman Islands company and a direct wholly-owned subsidiary (“Sohu Cayman”) of the Registrant. It is anticipated that the ADSs will be listed and traded on the NASDAQ Global Select Market in place of the shares of common stock of the Registrant, which will be delisted and cease trading following the Liquidation.
From and after the effective time of the Liquidation, which will occur upon the filing of a Certificate of Dissolution with the Secretary of State of the State of Delaware or such later effective time as is set forth in the Certificate of Dissolution (the “Effective Time”), the business, operations, and assets of the Sohu Group, which currently consists of the Registrant and its subsidiaries and variable interest entities, will be substantially the same as they were prior to the Effective Time, except that Sohu Cayman will be the top-tier publicly-traded holding company of the Sohu Group.
The Sohu Board intends to call a special meeting of stockholders (the “Special Meeting”) at which the stockholders of the Registrant will be asked to approve the Liquidation and adopt the Plan of Liquidation (the “Liquidation Proposal”). The Liquidation Proposal will be approved if it receives a majority of the outstanding shares of the common stock of the Registrant.
The Liquidation may be postponed or abandoned by the Sohu Board at any time, including after stockholder approval.
Additional information concerning the Liquidation and the Plan of Liquidation can be found in a Registration Statement on Form F-4 (as the same may be amended, the “Form F-4”) with respect to the Ordinary Shares of Sohu Cayman to be issued in connection with the Liquidation, which Sohu Cayman has filed with the Securities and Exchange Commission (the “SEC”). The Form F-4 includes a preliminary proxy statement/prospectus of the Registrant and Sohu Cayman. Subject to the Form F-4 being declared effective by the SEC, a definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) will be filed by the Registrant with the SEC and sent to the stockholders of the Registrant seeking their approval of the Liquidation Proposal, and of a proposal to grant discretionary authority to the Sohu Board to adjourn the Special Meeting to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Liquidation Proposal. The Proxy Statement/Prospectus will also constitute a prospectus of Sohu Cayman with respect to the offering of the ADSs representing Ordinary Shares of Sohu Cayman that will be issued in connection with the Liquidation.
The foregoing summary of the Liquidation and the Plan of Liquidation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan of Liquidation, which is attached hereto as Exhibit 2.1 and incorporated herein by reference, and to the Form F-4.
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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote, or approval. Stockholders of the Registrant are urged to read carefully the FormF-4, the Proxy Statement/Prospectus, and any other relevant documents filed with the SEC in connection with the proposed Liquidation and Plan of Liquidation, because they will contain important information about the Registrant, Sohu Cayman, and the Liquidation Proposal.
| Item 7.01 | Financial Statements and Exhibits. |
(d) The following Exhibit is furnished as part of this report:
| 2.1 | Plan of Complete Liquidation and Dissolution |
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SOHU COM INC ExhibitEX-2.1 2 d558253dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Plan of Complete Liquidation and Dissolution of Sohu.com Inc. This Plan of Complete Liquidation and Dissolution (this Plan) is intended to constitute a plan of liquidation and dissolution under Sections 275 and 281(b) of the General Corporation Law of the State of Delaware (the DGCL) and accomplish the complete liquidation and dissolution of Sohu.com Inc.,…To view the full exhibit click here
About SOHU.COM INC. (NASDAQ:SOHU)
Sohu.com Inc. (Sohu) is an online media, search and game service company providing online products and services on personal computers (PCs) and mobile devices in the People’s Republic of China (the PRC). The Company operates through three segments: the Sohu segment; the Sogou segment, and the Changyou segment. Sogou is an online search, client software and mobile Internet product provider in China. Changyou is an online game developer and operator in China as measured by its MMOG Tian Long Ba Bu (TLBB) and its mobile game TLBB three-dimensional (TLBB 3D), and engages primarily in the development, operation and licensing of online games for PCs and mobile devices. The Sohu segment’s main business is the brand advertising business, which offers to users, over its matrices of Chinese language online media, various content, products and services across multiple Internet-enabled devices.