Appleby acted as Cayman Islands counsel to Ximalaya Inc. ("Ximalaya") on the proposed acquisition of Ximalaya by Tencent Music Entertainment Group ("Tencent Music"), one of the largest technology M&A transactions involving Chinese companies in recent years.
Appleby advised Ximalaya on its entry into and approving of the definitive merger agreement, as well as the closing of the transaction.
The transaction consideration comprises US$1.26 billion in cash, together with Class A ordinary shares representing no more than 5.1986% of Tencent Music's total issued and outstanding share capital. In addition, Class A ordinary shares representing up to a further 0.37% will be issued to Ximalaya's founder shareholders, subject to the terms of the merger agreement. Upon completion, Ximalaya will become a wholly owned subsidiary of Tencent Music.
Founded in 2012, Ximalaya is one of China's leading online audio platforms, offering a wide range of content including podcasts, audiobooks, music and user‑generated audio. The platform has built a large and active user base and plays a significant role in China's fast‑growing digital audio and podcast ecosystem.
The transaction was led by Asia Managing Partner David Bulley and Shanghai Partner Hannah Yao, with support from Shanghai Partner Michael Makridakis, Hong Kong Counsel Damon Booth, Hong Kong Senior Associate Alejandra Gonzalez Saucedo and Shanghai associates Yifei Huang and Koey Wang.
This transaction highlights Appleby's continued strength in advising on complex cross‑border M&A transactions.
