Tencent Music (NYSE: TME) closes cash-and-stock acquisition of Ximalaya Inc.

Rhea-AI Filing Summary

Tencent Music Entertainment Group has completed its acquisition of Ximalaya Inc., a leading online audio platform in China. The deal closed on May 18, 2026 under a previously signed merger agreement.

Under the agreement, Ximalaya shareholders and employee plan participants exchanged their equity for a merger package consisting of cash of up to US$1,260,000,000 and up to 175,288,891 Class A ordinary shares of Tencent Music, including newly issued shares and shares underlying equity-based awards. Ximalaya is now a wholly-owned subsidiary of Tencent Music, expanding the company’s position in China’s online music and audio entertainment market.

Insights

Equity research analyst

Tencent Music closes a large cash-and-stock acquisition of Ximalaya.

Tencent Music Entertainment Group completed the purchase of Ximalaya Inc. with a merger package of up to US$1,260,000,000 in cash plus up to 175,288,891 Class A ordinary shares. Ximalaya now becomes a wholly-owned subsidiary.

The acquisition combines two leading online audio platforms in China, potentially broadening Tencent Music’s content library and user engagement, though specific financial impacts are not detailed in this excerpt. The mix of cash and newly issued shares suggests a balance between upfront outlay and equity-based consideration.

The merger agreement was first signed on June 10, 2025 and closed on May 18, 2026. Future company filings may provide more detail on Ximalaya’s integration and the contribution of this business to Tencent Music’s revenue and profitability.

Key Figures

Cash merger consideration: up to US$1,260,000,000 Share merger consideration: up to 175,288,891 Class A ordinary shares Merger agreement date: June 10, 2025 +2 more

5 metrics

Cash merger consideration up to US$1,260,000,000 Aggregate cash component of Ximalaya acquisition

Share merger consideration up to 175,288,891 Class A ordinary shares Tencent Music shares included in merger consideration

Merger agreement date June 10, 2025 Date Agreement and Plan of Merger was signed

Acquisition completion date May 18, 2026 Date acquisition of Ximalaya was completed

Commission file number 001-38751 Tencent Music Exchange Act registration file number

Key Terms

Agreement and Plan of Merger, merger consideration, Class A ordinary shares, employee stock ownership plans, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

merger consideration financial

"were cancelled in exchange for a merger consideration consisting of, subject to applicable adjustments"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Class A ordinary shares financial

"up to an aggregate amount of 175,288,891 Class A ordinary shares of the Company"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

employee stock ownership plans financial

"participants of Ximalaya’s employee stock ownership plans were cancelled in exchange"

wholly-owned subsidiary financial

"Following the closing of the acquisition, Ximalaya has become a wholly-owned subsidiary of the Company"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission file number: 001-38751

Tencent Music Entertainment Group

(Exact Name of Registrant as Specified in Its Charter)

Unit 3, Building D, Kexing Science Park

Kejizhongsan Avenue, Hi-Tech Park, Nanshan District

 Shenzhen, 518057, the People’s Republic of China

Tel: +86-755-8601 3388

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒           Form 40-F ☐

Tencent Music Entertainment Group Announces Completion of Acquisition of Ximalaya Inc.

Tencent Music Entertainment Group (“TME,” or the “Company”) (NYSE: TME and HKEX: 1698), the leading online music and audio entertainment platform in China, today announced the completion of its acquisition of Ximalaya Inc. (“Ximalaya”), one of the leading online audio platforms in China.

As previously announced on June 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ximalaya and certain other parties thereto to acquire Ximalaya. On May 18, 2026, the acquisition of Ximalaya was completed pursuant to the terms of the Merger Agreement, where the equity securities of Ximalaya held by the relevant shareholders and participants of Ximalaya’s employee stock ownership plans were cancelled in exchange for a merger consideration consisting of, subject to applicable adjustments, (1) cash in an aggregate amount of up to US$1,260,000,000 and (2) up to an aggregate amount of 175,288,891 Class A ordinary shares of the Company (including Class A ordinary shares newly issued by the Company upon closing, as well as Class A ordinary shares underlying equity-based awards granted by the Company).

Following the closing of the acquisition, Ximalaya has become a wholly-owned subsidiary of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Tencent Music Entertainment Group
Date:	May 18, 2026		By:		/s/ Cussion Kar Shun Pang
					Name:  Cussion Kar Shun Pang
					Title:     Executive Chairman

FAQ

What did Tencent Music Entertainment Group (TME) announce in this 6-K filing?

Tencent Music announced it has completed the acquisition of Ximalaya Inc. The transaction closed on 18 May 2026, following a previously signed merger agreement, and makes Ximalaya a wholly-owned subsidiary within Tencent Music’s broader online music and audio entertainment platform in China.

What is the total cash component Tencent Music may pay for the Ximalaya acquisition?

Tencent Music agreed to pay cash in an aggregate amount of up to US$1,260,000,000. This cash forms part of the merger consideration that Ximalaya shareholders and employee plan participants receive in exchange for their equity securities under the completed acquisition transaction.

How many Tencent Music shares are included in the Ximalaya merger consideration?

The merger consideration includes up to 175,288,891 Class A ordinary shares of Tencent Music. These consist of newly issued shares at closing and Class A ordinary shares underlying equity-based awards granted by the company to participants in connection with the transaction.

When did Tencent Music and Ximalaya originally sign their merger agreement?

Tencent Music entered into an Agreement and Plan of Merger with Ximalaya on 10 June 2025. This agreement set the terms for acquiring Ximalaya and led to the closing of the transaction on 18 May 2026, when the merger was completed as described.

What happens to Ximalaya after the completion of the Tencent Music acquisition?

After completion of the transaction, Ximalaya becomes a wholly-owned subsidiary of Tencent Music Entertainment Group. All relevant Ximalaya equity securities were cancelled and exchanged for cash and Tencent Music Class A ordinary shares as specified in the merger consideration structure.

Which exchanges list Tencent Music Entertainment Group’s shares mentioned in this filing?

Tencent Music Entertainment Group is listed on the New York Stock Exchange under the symbol TME and on the Hong Kong Stock Exchange under the stock code 1698. The Class A ordinary shares used in the merger consideration relate to these listed equity securities.