February 20, 2024

Believe Takeover Proposal Submitted By Denis Ladegaillerie-Led Group

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Believe founder and CEO Denis Ladegaillerie has formed a consortium with investment funds EQT and TCV as part of a wider effort to acquire full ownership of the French music company and take it private. The triad announced their intentions on Monday (Feb. 12), and the Believe board of directors unanimously voted to welcome the proposal to review.

All told, the bid values Believe’s entire share capital at 1.523 billion euros (USD $1.64 billion) based on 101,547 million shares outstanding.

Before they can take Believe private, Ladegaillerie, EQT and TCV first must acquire shares owned by historical shareholders TCV Luxco BD S.à r.l., XAnge and Ventech, which combined amount to 59.46% of the share capital. After this already agreed-upon transaction, Ladegaillerie would then contribute a portion of his company shares, representing an additional 11.7%, to the bidding conglomerate, as well as sell his remaining portion of 1.29%. An additional 3% has been obtained from other shareholders, bringing this group’s share of the company to roughly 75%.

Once these acquisitions are approved by regulators, the conglomerate would then make a tender offer for all Believe outstanding shares at an offer price of 15 euros per share, representing a 21% premium over the last closing price before the proposed buyout was announced (12.4 euros on Feb. 9). If legal conditions are met at the end of the offer, the company will then request the implementation of a squeeze-out procedure.

Completion of the acquisitions of the blocks of shares is expected to take place during the second quarter of 2024, and the filing of the subsequent tender offer would be sent to the Autorité des marchés financiers (AMF), which regulates the stock market in France, soon after.

The French digital music company, which owns TuneCore, began trading on the Paris Euronext exchange in June 2021.

Believe’s board has appointed an independent expert, Ledouble, to draw up an opinion on the offer, and assigned three board members to assist with that effort and work up their own recommendations for shareholders and employees.

In prepared comments, Ladegaillerie said Believe has “systematically outperformed its objectives, delivering its IPO plan two years ahead of schedule” but “the strength of its operational performance has not been reflected in the share price evolution.”

He added, “Believe has a significant opportunity ahead to consolidate the independent music market and create the first global major independent, at the service of artists at all stages of their career. In achieving this ambition, I am glad to continue benefiting from the active support of TCV who has accompanied Believe since 2014 and to be partnering with Europe-based EQT who has a great track record in supporting high growth companies.”

Believe has appointed Citigroup Global Markets Europe AG and Gide Loyrette Nouel as financial and legal advisers to assist the company and the three-member committee in their evaluation of the offer.

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