By Michael Dabaie

Sogou Inc. said it received a preliminary non-binding takeover proposal from Tencent Holdings Ltd.

Chinese search engine company Sogou said the preliminary proposal is for Tencent to acquire all of the outstanding ordinary shares of Sogou not already owned by Tencent or its affiliates for $9.00 cash per ordinary share or American depositary share.

Sohu.com Ltd. said the proposal letter sent to its subsidiary Sogou indicates that Tencent intends to finance the proposed acquisition with cash on hand.

Sogou ADRs were up 47% to $8.43 in morning trading and Sohu.com ADRs were up 36% to $15.08.

Tencent in its proposal letter said it currently beneficially owns about 39.2% of the total issued and outstanding shares and 52.3% of the total voting power of the company.

The proposed transaction would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent, and Sogou's ADSs would be delisted from the New York Stock Exchange, Sogou said.

Sogou said a special committee of the board will consider the proposal letter and the proposed transaction.

Write to Michael Dabaie at michael.dabaie@wsj.com