HUYA Inc. (“Huya”) (NYSE: HUYA) and DouYu International Holdings Limited (“DouYu”) (NASDAQ: DOYU) announced that they have entered into an Agreement and Plan of Merger, dated October 12, 2020 (the “Merger Agreement”) with Tiger Company Ltd., a newly formed company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Huya (“Merger Sub”), and, solely for the limited purposes set forth therein, Nectarine Investment Limited (“Tencent”), a wholly owned subsidiary of Tencent Holdings Limited. Pursuant to the Merger Agreement, Huya will acquire all the outstanding shares of DouYu, including ordinary shares represented by American depositary shares, through a stock-for-stock merger (the “Merger”). Concurrently with the execution of the Merger Agreement, DouYu and Tencent entered into a Reassignment Agreement, dated October 12, 2020, pursuant to which Tencent has agreed to assign its interests in the game live streaming business operated by the Tencent group under the “Penguin e-Sports” brand to DouYu and deepen its business cooperation with DouYu in order to integrate the Penguin Business with the business of the combined Huya and DouYu upon the Merger.
Latham & Watkins LLP represents Tencent in the transaction with a cross-border corporate deal team led by Hong Kong partners Benjamin Su and Frank Sun, with counsel Zheng Wang and associate Yao Yang, Shanghai associate Kevin Chow and Beijing associate Jason Zhao, and Chicago partner Christopher Drewry and Bay Area partner Greg Roussel, with associates Thomas Verity, Bryan Ryan, Kate Wang, and Ben Marek. Advice was also provided on securities law and structuring matters by Chicago partner Bradley Faris and Washington, D.C. partners Alex Cohen, Paul Dudek, and Brian Miller; on antitrust matters by San Diego partner Hanno Kaiser, Brussels partner Héctor Armengod, and Washington, D.C. counsel Patrick English (DC); on benefits and compensation matters by Los Angeles partner Michelle Carpenter; and on tax matters by Los Angeles partner Samuel Weiner, with associate Brian Rogers.
