Baker McKenzie FenXun Advised Tencent Music On Its Proposed Acquisition Of Ximalaya

Baker McKenzie FenXun Advised Tencent Music On Its Proposed Acquisition Of Ximalaya

June 2025 – Baker McKenzie and Chinese law firm FenXun, through their joint operation platform Baker McKenzie FenXun, advised Tencent Music Entertainment Group on its entry into a definitive merger agreement for the proposed acquisition of Ximalaya Inc., a leading online audio platform in China.

The total transaction consideration includes USD 1.26 billion in cash, alongside Class A ordinary shares not exceeding 5.1986% of Tencent Music’s total issued and outstanding shares. Additional shares, up to 0.37% of Tencent Music’s total shares, will be issued to Ximalaya’s founder shareholders. Upon completion, Ximalaya will become a wholly owned subsidiary of Tencent Music. The closing of the transaction remains subject to applicable regulatory approvals and other customary closing conditions.

The Baker McKenzie FenXun team was led by Hong Zhang (Partner, Shanghai), and included M&A/Private Equity: Jill Sheng (Senior Counsel, Shanghai), Mia Liang (Associate, Shanghai), Derek Liu (Partner, US), Roger Bivans (Partner, US), and Dominique Manguiat (Associate, US)

Tax: Luis Zhang (Partner, Shanghai), Corporate and Dispute Resolution: Tracy Wut (Partner, Hong Kong), Bryan Ng (Partner, Hong Kong), Sophia Man (Partner, Hong Kong), Cheryl Tang (Associate, Hong Kong), and Victor Yip (Associate, Hong Kong)

Commenting on the deal, Hong Zhang said:

“We are truly honored to have supported Tencent Music on this landmark agreement with Ximalaya. This transaction involved complex deal structuring, with several legal considerations, making it particularly challenging. We successfully executed this incredibly complicated deal with a holistic response, leveraging the strengths and expertise of our cross-border, cross-practice team.”

Derek Liu said,

“This transaction highlights how even a transaction between two China-based companies can involve the laws of multiple jurisdictions in critical areas. The collaboration between our China, US and Hong Kong offices, together with the support of the Conyers team, delivered our client top tier teams to advise on all M&A-related issues that arose in this deal, wherever the jurisdiction.”

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