Tencent Music announced on the Hong Kong Stock Exchange that Tencent Music Entertainment Group has signed a merger agreement and plan with Himalaya Holdings and several other contracting parties for its proposed acquisition of Himalaya.
At the time of the trade delivery (including other steps), the equity securities of Himalaya held by relevant shareholders of Himalaya and participants in Himalaya's employee stock ownership plan must be canceled, in exchange for a total of the following combination of consideration, without interest and subject to certain conditions and adjustments:
(1) Cash totaling $1,260,000,000;
(2) Stocks in the form of Class A common shares to be issued by the company, with a total number not exceeding 5.1986% of the total number of common shares issued and outstanding by the company on the day of the trading delivery not later than five working days before the trade delivery ("Total Shares");
In accordance with the terms of the merger agreement, no more than 0.37% of the total number of shares of such Class A common stock will be issued in batches to the founding Shareholders (as defined in the merger agreement) at and after the time of delivery.
In addition, under the merger agreement, Ximalaya will reorganize several existing businesses related to the Trade.
