Tencent Music Entertainment has completed its $2.4 billion acquisition of Chinese audio platform Ximalaya.
The company confirmed the closure of the deal in a Hong Kong Stock Exchange filing and an SEC filing on Monday (May 18)
Ximalaya, one of China’s largest podcasting and audiobooks platforms, is now a wholly-owned subsidiary of TME.
Under the terms of the merger, Ximalaya shareholders received up to $1.26 billion in cash and up to 175.3 million TME Class A ordinary shares. Reuters reported last year that the stock element of the deal represented approximately 5.2% of the company’s total outstanding shares.
Ximalaya‘s shareholders included TME‘s majority-parent company Tencent Holdings, Chinese search company Baidu, and Sony Music Entertainment.
According to an SEC filing reviewed by MBW, Sony Music acquired 4.6 million Series E-2 preferred shares in Ximalaya for a consideration of $50 million in 2020.
The completion marks the end of a process that began over a year ago, when Bloomberg first reported in April 2025 that TME was in advanced negotiations to acquire Ximalaya.
TME then formally announced the transaction in an SEC filing dated June 10, 2025.
The deal cleared its final regulatory hurdle last week, when China‘s State Administration for Market Regulation (SAMR) granted conditional approval on Tuesday (May 12).
SAMR‘s clearance came with five binding conditions, including a prohibition on new exclusive licensing agreements for online audio content, a requirement to maintain current levels of free content on Ximalaya‘s platform, and a ban on bundling audio and music streaming services for automakers.
The acquisition represents a strategic expansion for TME, the operator of QQ Music, Kugou Music, and Kuwo Music, into the growing audio content market across podcasts, audiobooks, and other spoken-word content.
TME Executive Chairman Cussion Pang told investors on the company’s Q2 2025 earnings call: “The reason why we [have pursued] the Ximalaya deal is because, for the management team and for the whole company, we always believe in the value of long-form audio.”
He added: “Long-form audio is a very important content form. To us, it’s already played a complementary role to our existing music business.”
According to a listing application filed in 2024, Ximalaya reported 303 million monthly active users as of 2023.
The audio platform pursued IPOs multiple times between 2021 and 2024, including filings in the US and Hong Kong, all of which were withdrawn or shelved.
SAMR‘s conditional approval of the Ximalaya deal echoed an earlier round of action by the regulator against TME.
In July 2021, SAMR fined TME 500,000 yuan (USD $77,000) and gave the company a 30-day deadline to give up its exclusive licensing deals with Universal Music Group, Sony Music Entertainment, and Warner Music Group in China.
Those 2021 exclusivity restrictions applied to recorded music; the new conditions extend similar restrictions to the broader online audio category, including audiobooks and podcasts.
The HKEX filing was signed by Cussion Pang, TME‘s Executive Chairman.Music Business Worldwide