Replace: The boards of administrators of Huya and DouYu fashioned particular committees to overview and consider Tencent’s proposed stock-for-stock merger of the 2 Chinese language live-streaming platforms.
DouYu’s particular committee consists of unbiased administrators Zhaoming Chen, Xi Cao, Xuehai Wang, and Zhi Yan. The committee has retained Morgan Stanley Asia as its monetary advisor and Davis Polk & Wardwell LLP as its U.S. authorized counsel in reference to its overview and analysis of the proposed enterprise mixture.
Huya’s particular committee contains unbiased administrators Hongqiang Zhao and Tsang Wah Kwong. The committee retained Citigroup World Markets as its unbiased monetary advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its U.S. authorized counsel.
Monday, the boards of administrators of Chinese language live-streaming platforms DouYu and Huya acquired preliminary non-binding proposal letters from Tencent Holdings proposing that the 2 firms enter right into a stock-for-stock merger. Tencent is seeking to convert all DouYu shares into Huya Class A abnormal shares, making Huya the surviving entity of the merger. Since Tencent is proposing an all-stock merger, the transaction wouldn’t be topic to any financing contingency.
The proposal, which was signed by Tencent President Martin Lau, expresses the corporate’s intention to execute the proposed merger as quickly as potential. The corporate employed Goldman Sach (Asia) as its monetary advisor for the potential enterprise mixture. Tencent additionally requested Huya’s and DooYu’s boards of administrators for full cooperation and the initiation of an entire customary industrial, authorized, monetary, and accounting due diligence in a well timed method.
The trade ratio at which DouYu shares could be transformed to Huya shares as a part of the enterprise mixture could be mutually agreed upon amongst Tencent and the unbiased members of Huya’s and DouYu’s boards of administrators.
Tencent at present holds roughly 38% of the overall issued and excellent share capital and voting energy of DouYu and is its largest shareholder. Tencent additionally owns roughly 36.9% of the overall issued and excellent share capital of Huya, representing a 50.9% majority of Huya’s whole voting energy. Moreover, Tencent entered into share switch agreements with Huya’s earlier guardian firm JOYY and Huya’s CEO Rongjie Dong, to buy 30M and 1M Huya Class B abnormal shares from them, respectively.
If each events are glad with the closing situations of the share transfers, these agreements might be consummated on or earlier than Sept. 9. Following the transfers, Tencent’s shareholding in Huya might be elevated to 51%, whereas it’s voting energy could be 70.4% of Huya’s whole voting energy.