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News Jul 18, 2017

Shearman & Sterling Advises Sohu’s Special Committee on the Acquisition of Changyou by Dr. Charles Zhang

Shearman & Sterling is advising the Special Committee of the Board of Directors of Sohu.com Inc. (NASDAQ: SOHU) in connection with the acquisition of all outstanding shares (including shares represented by American depositary shares) in its majority-owned subsidiary Changyou.com Limited (NASDAQ: CYOU) by Dr. Charles Zhang, the Chairman and Chief Executive Officer of Sohu and the Chairman of the Board of Changyou.com.

Sohu.com is China’s premier online brand and indispensable to the daily life of millions of Chinese, providing a network of Web properties and community based/Web 2.0 products which offer the vast Sohu user community a broad array of choices regarding information, entertainment and communication. It operates through the following segments, including the mass portal and leading online media destination www.sohu.com; the interactive search engine www.sogou.com; the developer and operator of online games www.changyou.com/en/ and the leading online video Website tv.sohu.com.

Changyou.com is a leading developer and operator of online games in China with a diverse portfolio, such as Tian Long Ba Bu, one of the most popular PC games in China, as well as a number of mobile games. It also owns and operates the 17173.com Website, a leading game information portal in China.

This transaction further strengthens Shearman & Sterling’s strong track record in public M&A, having advised on various notable and complex Hong Kong and US transactions involving Chinese companies. The firm has extensive experience representing buyer groups, independent committees/special committees of the board of the directors of the target companies or sellers, the target companies, private equity firms and financial advisors in buyout transactions involving US-listed Chinese companies. Other notable representations include Mindray Medical International Limited, Bona Film Group Ltd., Zhaopin Ltd., Jumei International Holding Ltd, Momo Inc., Taomee Holdings Limited, E-Commerce China Dangdang Inc., China Nepstar Chain Drugstore Ltd., China Cord Blood Corporation, iDreamSky Technology Limited, Jiayuan.com International Limited and 21Vianet Group, Inc. etc.

The Shearman & Sterling team is led by partner Stephanie Tang (Hong Kong-Mergers & Acquisitions), with support from associates Gregory Gewirtz (Hong Kong-Mergers & Acquisitions) and Weina Guan (Beijing-Mergers & Acquisitions). Other lawyers involved in the transaction include partners George Karafotias (New York-Mergers & Acquisitions), Paula Anderson and Alan Goudiss (both New York-Litigation); and associates Lara Aryani (New York-Mergers & Acquisitions), Zana Operta (New York-Corporate) and Mallory Brennan (New York-Litigation).