Delivery conditions have not been fully met, Baidu, Inc. terminates the $3.6 billion acquisition of YY Live.
On the evening of January 1st (at Beijing time), Baidu, Inc. (Nasdaq: BIDU, 09888.HK) announced that its affiliated company Moon SPV Limited has terminated the Share Purchase Agreement entered into on November 16th, 2020 and subsequently amended or supplemented by Moon SPV Limited, Baidu (Hong Kong) Limited, JOYY Inc., and other related parties by exercising contractual rights.
According to reports, in November 2020, video social media platform JOYY Inc. (Nasdaq: YY) announced that it had signed a definitive agreement with Baidu, Inc. Under the agreement, Baidu will acquire JOYY’s domestic video entertainment live streaming business (YY Live), including but not limited to YY mobile application, YY.com website, and YY PC for approximately $3.6 billion in cash (subject to adjustment as per the agreement). The completion of the transaction is subject to delivery conditions specified in the agreement, and at that time JOYY Inc. expected the transaction to be completed in the first half of 2021.
Baidu, Inc. stated in its latest announcement that the share purchase agreement stipulates that the delivery of the intended acquisition must meet certain prerequisites, including obtaining necessary approvals from government regulatory authorities and other conditions. If the intended acquisition is not delivered by the final deadline, both the buyer and seller have the right to terminate the share purchase agreement. As of December 31, 2023, which is the final deadline, not all of the prerequisites specified in the share purchase agreement have been fulfilled.
Baidu, Inc. stated that the company will seek to discuss the next steps after terminating the share purchase agreement with JOYY.
“YY Live has been operating independently, and the acquisition has not been approved. It’s like buying a house without getting the property certificate or being unable to transfer ownership. The transaction definitely cannot continue.” According to insiders, the delivery conditions have not been met, and both parties are aware of where they fall short. During this period, Baidu has been acting as a custodian in order to maintain business stability. Both parties have been making efforts to meet the delivery conditions. “The instability of the macro environment indeed brings more unpredictable impacts on the transaction. Terminating the acquisition is beneficial for Baidu as it helps cut losses.”
JOYY Inc. also announced on the same day that it has received a notice from Baidu, Inc.’s affiliated company to terminate the share purchase agreement dated November 2020. The sale of YY Live to Baidu was basically completed on February 8, 2021, with certain matters still pending for future completion. In the announcement, Baidu claims that it has exercised its right to terminate the share purchase agreement and canceled the transaction. JOYY Inc. is seeking legal advice and will consider all available options in response to this notice.
According to the information, Baidu, Inc. has paid $1.9 billion for the equity acquisition case. According to the stock purchase agreement announced in November 2020, the total acquisition price is approximately $3.6 billion in cash, and the purchase price is about $2 billion (adjustable based on certain conditions) to be paid to JOYY Inc. on the closing date of the acquisition. Baidu‘s annual report for 2022 revealed that as of December 31, 2022, a total of $1.9 billion has been paid to YY Live and an aggregate amount of $1.6 billion has been deposited into multiple escrow accounts according to the share purchase agreement.
According to official information, JOYY Inc. was established in April 2005 and went public on NASDAQ on November 21, 2012. Its business covers various fields such as live streaming, news, education, social media, gaming, and finance. The core products include YY, Huya, BIGO Live, Likee, and Joyy Games. Among them, Huya officially went public on the New York Stock Exchange on May 11th, 2018 as the first listed company incubated within the group.
On November 18, 2020, which was the second day of Baidu‘s announcement of acquiring YY Live, Muddy Waters Research shorted JOYY Inc. Muddy Waters Research stated in their report that after studying nearly 150 million transactions, they expected that almost 90% of the revenue reported by JOYY Inc. for its YY Live business was fabricated data. The data showed that approximately 50% of gift-giving revenue on YY Live came from internal servers, and another approximately 40% came from external bots or streamers engaging in fake transactions.
JOYY Inc. responded to the Muddy Waters Research’s short-selling report, stating that the report is filled with ignorance about the live streaming industry and ecosystem. The report lacks clear logic, presents confusing data, generalizes based on biased information, and contains numerous errors.
The short-selling by Muddy Waters did not affect Baidu‘s acquisition of YY Live. Baidu had previously stated in its February 2021 earnings conference call that it plans to integrate deeply with the video social media platform YY Live in terms of live streaming. In the future, Baidu will focus on developing e-commerce and health-related verticals in its business model, expanding its potential for diversified monetization.
On November 21, 2023, Baidu, Inc. released its third-quarter financial report, which showed that Baidu‘s revenue reached CNY 34.447 billion (approximatly $4.8 billion), a year-on-year increase of 6%. The net profit attributable to Baidu (non-GAAP) was CNY 7.3 billion (approximatly $1 billion), a year-on-year increase of 23%.
JOYY Inc.’s financial report for the third quarter of 2023 shows that the company achieved a revenue of $567.1 million, a year-on-year decrease of 3.3%; under non-GAAP, the net profit for this quarter was $81.2 million, a year-on-year increase of 5.5%.