A consortium led by Believe founder and CEO Denis Ladegaillerie has announced plans to acquire the remaining shares of the music company from public shareholders – one way or another.
The consortium, which also includes the EQT X fund plus funds advised by TCV, currently holds 96.65% of Believe‘s share capital privately; the sub-4% remainder of Believe’s stock is held by public shareholders on the Paris Euronext.
The Ladegaillerie consortium (‘Upbeat Bidco’) is now moving to delist the Paris-listed firm through a public buyout offer that values Believe’s entire share capital at about EUR €1.54 billion (USD $1.75 billion).
This offer, of €15.30 per share, represents a 2.9% premium over Believe’s 30-day volume-weighted average.
The offer will be filed with the AMF – France’s equivalent of the US Securities and Exchange Commission – today (April 16) and is expected to officially open during the second quarter of 2025.
What if Upbeat Bidco’s new offer is rejected by any of Believe’s public shareholders?
In that case, Ladegallerie’s group plans to operate a “squeeze-out” under French financial laws, forcing remaining shareholders to sell their stakes.
Under this planned “squeeze-out”, affected shareholders would have to sell their stock at the same price as the new public offer.
Upbeat Bidco’s new take-private offer comes about 10 months after the consortium gained majority control of Believe, securing 94.99% of the company’s share capital through a €15-per-share takeover bid. That transaction valued Believe at about €1.43 billion ($1.63 billion).
At the time, Believe’s ownership structure showed that the company still had 5.01% of its shares as ‘free float’ on the Euronext public market.
EQT previously said that, via its stake in the Ladegaillerie consortium, it expects to be “30-35% invested” in Believe. This implies that EQT X owns around a third of the equity in Upbeat BidCo.
EQT, a global investment organization with €269 billion ($305.5 billion) in total assets under management, has increased its exposure to music-related assets. It has also invested in Epidemic Sound and talent agency UTA.
Meanwhile, TCV, which focuses on technology investments, says it has invested over $18 billion in more than 350 tech companies and backed over 150 IPOs and strategic deals.
Believe’s board has established an ad hoc committee comprising its three independent directors — Orla Noonan, Anne-France Laclide-Drouin, and Cécile Frot-Coutaz — to evaluate the new Upbeat Bidco offer.
The committee has appointed financial advisory firm Finexsi as an independent expert, while Olivier Péronnet has been tapped to assess the fairness of the bid.
In response, Believe’s board “unanimously favorably welcomed” the buyout offer on Tuesday (April 15), although the deal is still subject to a review of the offer’s financial terms based on the report of an independent expert.
The buyout offer comes four years after Believe debuted in Paris in 2021 following its €300 million ($340.7 million) IPO, which implied a market capitalization of about €1.9 billion ($2.2 billion) before the exercise of the over-allotment option.
As of Wednesday, Believe had a market cap of €1.54 billion, based on its stock price of €15.26, 22% below the company’s IPO price of €19.50 in 2021.
Founded in 2005 by Ladegaillerie, a former Vivendi executive, Believe has transformed into a global digital music company that offers a range of services following a number of acquisitions across more than 50 countries.
Perhaps its best-known asset is DIY digital distribution platform TuneCore, which it acquired in 2015 for about $40 million.
Other brands and subsidiaries include rock and metal label Nuclear Blast, French indie record label Naïve, and distribution arm Groove Attack, among others. Believe has 2,037 employees globally.
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