The Ladegaillerie\u00a0consortium<\/strong> offered EUR \u20ac15 per share<\/strong> in its takeover bid; Believe’s<\/strong> public shareholders\u00a0had until Friday (June 21) to accept or reject that bid.<\/p>\n Ladegaillerie’s consortium<\/strong> had previously secured<\/a> the acquisition of\u00a071.92%<\/b> of Believe via a ‘Block Acquisition’<\/strong> at this price from existing shareholders: 59.46%<\/b>\u00a0from\u00a0TCV Luxco BD S.\u00e0 r.l<\/b>.,\u00a0Ventech<\/b>\u00a0and\u00a0XAnge<\/b>; plus Ladegaillerie\u2019s 12.5%<\/b>\u00a0stake.<\/p>\n In total, Ladegaillerie<\/strong>\u00a0and co<\/strong> have now acquired 95,664,105 shares<\/strong> at a cost of EUR \u20ac1.43 billion<\/strong> (around USD $1.54 billion<\/strong> at current exchange rates).<\/p>\n That said, two parties in the new consortium\u2014Ladegaillerie<\/strong> and TCV<\/strong>\u2014have effectively acquired shares from themselves via that ‘Block Acquisition’.<\/p>\n The Ladegaillerie consortium’s<\/strong> bid values Believe’s<\/strong> entire share capital at approximately \u20ac1.51 billion ($1.62bn)<\/strong>.<\/p>\n EQT<\/strong> has previously said<\/a> that, via its stake in the Ladegaillerie consortium<\/strong>,\u00a0it expects to be \u201c30-35% invested\u201d<\/strong> in Believe; this implies that EQT X<\/strong> owns around a third of the equity in the consortium (‘Upbeat Bidco’).<\/p>\n Discussing the acquisition of the consortium’s 94.99% of Believe’s<\/strong> shares, Denis Ladegaillerie<\/strong> said today: “Following the friendly takeover bid we initiated, the Consortium now holds 95% of Believe’s capital.<\/p>\n “Our shareholders have overwhelmingly decided to tender their shares to the offer, leading to a real success! With enhanced financial agility and the proven expertise of the Consortium members, the group is now best equipped to achieve our collective goal: to make Believe<\/strong> the global leader in independent music, serving artists and labels worldwide.”<\/p>\n An interesting quirk of the new ownership structure (as you can see above): It leaves 5.01%<\/strong> of shares as ‘free float’ on the Euronext public market.<\/p>\n According to Euronext’s FAQs (see below), the stock exchange requires each company to float a share capital of at least 5%<\/strong> of their firm (so long as that 5%<\/strong> is worth more than \u20ac5 million<\/strong>).<\/p>\n In other words, it seems at least possible<\/em> that the 5.01%<\/strong> of public shareholders who haven’t<\/em> accepted Ladegaillerie<\/strong> and co’s \u20ac15-per-share offer could yet be permitted to continue to hold\/trade their shares on the Paris Euronext.<\/p>\n Aligned with this new shareholding structure and Ventech<\/strong> selling its entire share in Believe, the company’s board of directors has seen some changes.<\/p>\n Joining Believe’s board as a representative of EQT X is Andrew Fisher<\/strong>.<\/p>\n Fisher is the former CEO of Shazam<\/strong>, part of what Believe calls Fisher’s “extensive experience in the music industry”.<\/p>\n Fisher’s<\/strong> ratification onto Believe’s board will be submitted to the vote of the company’s AGM next year in 2025.<\/p>\n Believe’s board of directors has also appointed two observers, Michael Kalfayan<\/strong> (General Partner at TCV) and Nicolas Brug\u00e8re<\/strong> (Partner at EQT, Head of France & Benelux).<\/p>\n Earlier this year, Warner Music Group made a competing $1.8 billion approach<\/a> to potentially acquire Believe, but this ultimately fell through<\/a>.<\/p>\n Warner had considered making a EUR \u20ac17-per-share-plus<\/b>\u00a0offer to acquire Believe but decided not to pursue it in April.<\/p>\n
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