BEIJING, CHINA, July 28, 2001 - China's leading Internet
media, communications and commerce company SOHU.COM Inc. (Nasdaq:SOHU),
announced today that its Board of Directors has adopted a Stockholder Rights
Plan. The Plan is designed to deter coercive takeover tactics, including the
accumulation of shares in the open market or through private transactions, and
to prevent an acquirer from gaining control of SOHU.COM without offering a fair
and adequate price and terms to all of SOHU.COM's stockholders.
Under the Plan, the company is distributing a dividend in the form of a right
to purchase a unit of preferred stock of SOHU.COM (a "Right") to each holder of
SOHU.COM common stock of record as of the close of business on July 23, 2001.
SOHU.COM's board of directors has also authorized the issuance of a Right for
each share of common stock issued after the record date but prior to the date
the Rights become exercisable. The Rights will expire July 25, 2011 (the "Final
Expiration Date"), unless redeemed or canceled earlier.
Each Right initially entitles its holder to buy one unit of a share of Series
A Junior Participating Cumulative Preferred Stock for US$100.00. The Rights
generally become exercisable 10 days following the earlier to occur of (i) a
person or group acquiring beneficial ownership of 20% or more of SOHU.COM
outstanding common stock or (ii) the public announcement of a tender offer or
exchange offer that, upon consummation, would result in a person or group
becoming the beneficial owner of 20 percent or more of the outstanding common
stock of SOHU.COM (each, a "Distribution Date"). The Rights associated with the
common stock of SOHU.COM held by the suitor become void and are unexercisable
following a Distribution Date. At any time on or after a Distribution Date,
SOHU.COM may exchange all or part of the then outstanding Rights for shares of
SOHU.COM common stock at the rate of one share of common stock per Right,
subject to adjustment under certain circumstances.
The Rights are redeemable by the board of directors under certain
circumstances.
A copy of the Stockholder Rights Plan was filed with the Securities and
Exchange Commission on Friday, July 27, 2001.
About SOHU.com SOHU.com is the leading Internet portal in
Mainland China with current daily page views exceeding 12 million. It provides
navigation/search, news, sports, business and finance, real estate channel,
entertainment, chat, email and e-commerce activities for a solid and wide base
of visitors. Dr. Charles Zhang founded SOHU.com in 1997. Its investors include
Intel, Dow Jones, IDG, the Morningside China Group, PCCW, Legend and Hikari. Its
content partners include CNET, DOW Jones and dozens of local media organizations
in China.
For further information: Dahlia Wei SOHU Investor
Relations and Communications Tel: +86 10 6272 6598 E-mail:
ir@sohu-inc.com
http://www.sohu.com/about/English/ |