Core Viewpoint - Tencent Music announced a plan to acquire Ximalaya for a total consideration of $1.26 billion, which includes $1.26 billion in cash and up to 5.1986% of Tencent Music's Class A common stock, making Ximalaya a wholly-owned subsidiary of Tencent Music [2][3] Group 1: Acquisition Details - The acquisition amount consists of $1.26 billion in cash and stock, with Ximalaya becoming a wholly-owned subsidiary post-transaction [2] - Ximalaya, founded in 2012, is the largest online audio platform in China, boasting over 600 million users by 2019 and an average monthly active user count of 303 million by the end of 2023 [2] - Ximalaya has a total of 4.88 billion audio pieces across 459 categories, including personal growth, history, finance, and parenting [2] Group 2: Financial Performance of Ximalaya - Ximalaya's revenue from 2021 to 2023 was reported as 5.857 billion, 6.061 billion, and 6.163 billion yuan respectively, with adjusted net profits of -718 million, -296 million, and 224 million yuan [3] - The company completed 12 rounds of financing from 2012 to 2020, raising a total of $959 million and 2.962 billion yuan from various investors [3] Group 3: City Media's Investment - City Media, a state-owned enterprise in Qingdao, invested 60 million yuan in Ximalaya in 2016, holding approximately 1.45% of its shares [3][5] - Following the acquisition, City Media can cash out approximately 246 million yuan from its holdings, representing a threefold return on its initial investment [5][6] Group 4: City Media's Financial Challenges - City Media reported a 9.64% decrease in revenue to 2.433 billion yuan and a 79.19% drop in net profit to 84.85 million yuan for 2024 [8] - The decline in profit is attributed to several factors, including changes in educational book subscription methods, a negative growth trend in the retail book market, and the impact of tax policy changes [8][11] - The company is now tasked with finding sustainable growth avenues following the loss of Ximalaya as a key asset [11]

在线音频老大走向了卖身的终局。 喜马拉雅在多次冲击IPO未果后，最终以12.6亿美元现金+约5.57%股权（约15.87亿美元）等总共不到29 亿美元（约合200亿元人民币）的价格，被腾讯音乐娱乐集团（下称"腾讯音乐"）全资收购。 交易完成后，喜马拉雅将成为腾讯音乐的全资附属公司。 2021年5月，喜马拉雅申请在美股上市，但4个月后撤回申请，2021年9月13日、2022年3月29日、2024年 4月12日，喜马拉雅三次冲击港交所，均未成功。 估值曾高达300亿，4次冲击上市未果 公开信息显示，喜马拉雅创立于2012年，迄今已有13年的历史，是一家知名的在线音频平台。 根据喜马拉雅最近一次招股书，喜马拉雅主要投资方包括挚信资本（持股为9.94%），腾讯（持股为 5.33%），美国泛大西洋投资集团（持股为4.1%），普华资本（持股为4.04%），小米（持股为 3.38%），阅文集团（持股为3.05%），合鲸资本（实体持股为2.9%），嘉兴秀洲（持股为2.88%），创 世伙伴资本（持股为2.11%）。 自2012年成立以来，喜马拉雅经历了多次融资和IPO尝试。 据悉，喜马拉雅共进行了12轮融资，合计融资近百亿元。 ...

Group 1 - Tencent Music Entertainment Group announced a cash and stock acquisition of Himalaya Holdings for $1.26 billion (approximately 9.05 billion RMB) [1] - Himalaya will maintain its existing brand, independent product operations, core management team, and strategic direction post-acquisition [1] - As of the end of 2023, Himalaya has an average monthly active user base of approximately 303 million, making it the largest online audio platform in China by total listening time and online audio revenue [1] Group 2 - Himalaya's revenue for the years 2021 to 2023 was 5.857 billion RMB, 6.061 billion RMB, and 6.163 billion RMB, respectively, indicating consistent growth [2] - The company transitioned from a loss of 5.106 billion RMB in 2021 to net profits of 3.700 billion RMB and 3.736 billion RMB in the following two years [2] - Himalaya has completed 12 rounds of financing since its establishment in 2012, raising a total of $959 million and 2.962 billion RMB, with the last round in 2020 valuing the company at $4.345 billion [2]

Group 1 - Tencent Music announced the acquisition of online audio platform Ximalaya for $1.26 billion in cash and shares [2][7] - Following the announcement, Tencent Music's stock price initially surged over 10% in pre-market trading but later fluctuated, closing with a gain of less than 1% [4] - Ximalaya will maintain its brand and operational independence post-acquisition, with no changes to its core management team or strategic direction [7] Group 2 - Ximalaya is the largest online audio platform in China, holding a 60.5% market share in mobile listening duration and 25% in online audio revenue as of 2023 [7] - The platform had an average of 303 million monthly active users in 2023, including 133 million from mobile and 170 million from IoT and third-party platforms [7] - Ximalaya's revenue figures for 2021, 2022, and 2023 were 5.857 billion, 6.061 billion, and 6.163 billion yuan respectively, with net profits of 3.700 billion and 3.736 billion yuan in the last two years [8] Group 3 - Ximalaya's previous attempts to go public were unsuccessful, with multiple rejections of its listing applications in 2021 and 2022, leading to the decision to be acquired instead [8] - The company has raised a total of $959 million and 2.962 billion yuan through 12 funding rounds from various investors, including Tencent and other notable firms [10] - The last funding round in 2020 valued Ximalaya at $4.345 billion post-investment [10]

Core Viewpoint - Tencent Music is acquiring the leading online audio platform, Ximalaya, for a total of $1.26 billion in cash and shares, aiming to enhance user experience and creator revenue amidst industry changes [1][4]. Group 1: Acquisition Details - The acquisition consists of $1.26 billion in cash and up to 5.1986% of Tencent Music's ordinary shares [4]. - Ximalaya will maintain its brand and operational independence, with its core management team and strategic direction remaining unchanged [4]. - As of June 10, 2023, Ximalaya has over 2,300 employees, and their positions and salaries will not be affected by the acquisition [4]. Group 2: Market Position and Performance - Ximalaya is the largest online audio platform in China, holding a 60.5% market share in mobile listening duration and a 25% market share in online audio revenue as of 2023 [4]. - The platform had an average of 303 million monthly active users in 2023, including 133 million from mobile and 170 million from IoT and third-party platforms [4]. Group 3: Financial Performance - Ximalaya's revenue from 2021 to 2023 was 5.857 billion, 6.061 billion, and 6.163 billion yuan, respectively [7]. - The company reported a net loss of 5.106 billion yuan in 2021, followed by net profits of 3.700 billion yuan and 3.736 billion yuan in the subsequent years [7]. - Adjusted net profits were -718 million, -296 million, and 224 million yuan for the same period [7]. Group 4: Investment and Shareholder Structure - Ximalaya's previous attempts to go public were unsuccessful, with multiple rejections from the U.S. SEC and Hong Kong Stock Exchange [7]. - The company has raised a total of $959 million and 2.962 billion yuan through 12 funding rounds from 2012 to 2020, with notable investors including Tencent and Xiaomi [9]. - The last funding round in 2020 valued the company at $4.345 billion [9].

Core Viewpoint - Tencent Music Entertainment Group has signed a merger agreement with online audio platform Ximalaya and other contracting parties for the proposed acquisition of Ximalaya, pending regulatory approval [1] Group 1 - The acquisition will proceed once all preconditions are met, and both parties will work together to advance the relevant processes [1] - Ximalaya will maintain its existing brand, independent operation of current products, core management team, and strategic development direction post-acquisition [1] - The transaction is subject to review and approval by relevant regulatory authorities [1]

（2）总数不超过总股数5.1986%的腾讯音乐A类普通股（总股数为不晚于交易交割前五个工作日的 工作日当天腾讯音乐已发行及发行在外的普通股）；及（3）受限于并购协议的条款规定，喜马拉雅 的创始股东在交割时及之后将分批获得的总数不超过总股数0.37%的腾讯音乐A类普通股。此外，根 据并购协议，喜马拉雅将进行与交易相关的若干现有业务的重组。 6月10日，腾讯音乐娱乐集团于纽交所和港交所发布公告，公告称腾讯音乐与中国领先的在线音频平 台之一喜马拉雅控股（下称喜马拉雅）及其他若干订约方就拟收购喜马拉雅签订并购协议及计划。受 限于交割前提条件的满足，腾讯音乐拟以下述对价全资收购喜马拉雅：（1）12.6亿美元现金； ...