The sale of Believe to a consortium led by its founder and CEO, Denis Ladegaillerie, has been given the green light by the company’s board of directors, paving the way for the consortium to take majority control of the company.
The news comes roughly two weeks after Warner Music Group’s announcement that it’s no longer interested in making a competing bid for the France-headquartered digital music company.
The Ladegaillerie-led consortium says the board’s decision means all the conditions have been met for their majority acquisition of Believe to go forward. Believe expects the consortium to file its official offer “in the coming days.”
Believe’s board of directors – excluding those who are involved in the consortium, or have already agreed to sell their shares to the consortium – voted unanimously to offer a “favorable opinion” of the offer, as it’s “in the interest of the company, its shareholders and its employees,” the company said in a statement issued on Friday (April 19).
“The offer is also in line with the strategy pursued by management while benefiting from the support of major shareholders aligned with its development plan and with the ability to support the company in the next phase of growth and market consolidation,” the company said in the statement.
“This should enable the company to strengthen its positioning to seize market opportunities driven by the digital transformation of artists worldwide in the music and music publishing sectors, with the ambition of building a global player in independent music that relies on technology to adapt to the digital world.”
The board’s decision was based in part on the recommendation of an “Ad-Hoc Committee,” composed of three board members without ties to the sale, which concluded that the sale is “in line with the company’s strategy and should have no particular impact on employment.”
The sale of Believe shares to the consortium at EUR €15 per share amounts to a 38.2% premium against the stock’s average price of the last 20 trading days, a 52.2% premium versus the previous 120 trading days, and a 50% premium over the share price last December, when rumors of the sale began to circulate, the Ad-Hoc Committee noted.
However, the committee also noted that the sale price is below the share price of €19.50 at the time of the company’s IPO in 2021.
Believe’s shares closed at €14.90 on the Euronext Paris exchange on Thursday.
“This should enable the company to strengthen its positioning to seize market opportunities driven by the digital transformation of artists worldwide in the music and music publishing sectors…”
Believe
This past February, a consortium of investors, including Ladegaillerie, Swedish private equity firm EQT and funds controlled by investment firm TCV, went public with a takeover bid for 100% of Believe at €15 per share, valuing the company at €1.523 billion (USD $1.64 billion).
Not long after, Warner Music Group (WMG) revealed it was interested in making a bid for Believe as well, at a higher bid of €17 per share, which would have valued the company at €1.7263 billion (USD $1.872 billion).
After some back-and-forth between Believe and the Autorité des Marchés Financiers (AMF), France’s securities regulator, the Paris-based company gave WMG access to confidential financial information via a secure “data room.”
Following its peek into Believe’s data, WMG declared on April 6 that it would not be making a bid for Believe.
Believe’s Ad-Hoc Committee noted in its decision that “no competing offer” for Believe “had materialized.”
However, the consortium’s ownership of Believe may not reach the 100% mark as Ladegaillerie and the rest of the consortium had originally hoped.
On April 12, the would-be buyers said they would not request a squeeze-out of minority shareholders, meaning that minority shareholders “who wish to do so” will be able to remain invested in Believe, the company said in its statement Friday.
Having agreed to buy out Believe shareholders Luxco BD, Ventech and XAnge, the consortium will control at least 71.92% of Believe’s shares, when including Ladegaillerie’s existing stake in the company.
The company will continue to be listed on the Euronext Paris exchange.Music Business Worldwide
