Photo Credit: Denis Ladegaillerie by Anis Martin
A consortium led by Believe CEO Denis Ladegaillerie doubles down on plans to acquire the remaining shares of the company from public shareholders.
Back in April, a consortium led by Believe founder and CEO Denis Ladegaillerie (Upbeat Bidco), confirmed its plans to acquire the remaining shares of the music company from public shareholders. Now, the consortium has doubled down on the offer by significantly upping its bid for the remaining shares.
According to an announcement by Believe, the consortium has decided to increase the price of its offer to 17.20 euros per Believe share—reflecting premiums of +12.6%, +13.1%, +17.5%, and +17.6% respectively. That’s compared to the volume-weighted average prices over the last 30, 60, 120, and 180 days as of June 2.
Believe says that financial advisory from firm Finexsi has issued a report concluding that the new offer price is fair from a financial perspective. Finexsi was acting as an independent expert, as appointed by the Board of Believe at the recommendation of the Ad Hoc Committee.
Believe’s board established the Ad Hoc Committee in April to evaluate the consortium offer, comprising its three independent directors: Orla Noonan, Anne-France Laclide-Drouin, and Cécile Frot-Coutaz. Now, following the report published by Finexsi and a “unanimously favorable recommendation” of the Ad Hoc Committee, Believe says the board “issued a favorable reasoned opinion on the proposed offer by a unanimous vote.”
Notably, the filing states that only independent directors participated in the vote, and that other directors—specifically Ladegaillerie, Andrew Fisher, and John Doran—“being connected” to the offering party (Upbeat Bidco), did not take part in the vote nor deliberations.
Further, Believe’s board feels the increased offer “was in the interests of the company and its employees, as it would enable [Believe] to pursue its development plan without changing its business model or its salary and human resources management policy.”
Now, even if Upbeat Bidco’s increased offer is rejected by any of Believe’s public shareholders, Ladegaillerie’s consortium plans to operate a “squeeze-out” under French financial law, thereby forcing remaining shareholders to sell their stakes. Under the “squeeze-out,” shareholders affected would have to sell their stock at the same price as the new offer.
The new offer “will be filed shortly” with the AMF, France’s equivalent of the U.S. Securities and Exchange Commission. Upbeat Bidco’s increased offer comes around a year after the consortium gained majority control of Believe, with a 94.99% stake in the company’s share capital through a 15 euro-per-share takeover bid. The transaction valued Believe at about 1.43 billion euros ($1.63 billion).
Content shared from www.digitalmusicnews.com.