Update on the acquisition of a block of 71.9% of Believe's share capital and launch of a simplified tender offer for 100% of Believe's share capital.
April 19 2024 - 2:18AM
Update on the acquisition of a block of 71.9% of Believe's share
capital and launch of a simplified tender offer for 100% of
Believe's share capital.
- Following the favourable reasoned opinion issued by
Believe's Board of Directors, the Consortium confirms its firm and
definitive acquisition of nearly 72% of Believe's share
capital;
- All conditions precedent have been definitively
fulfilled and the transfer of these shares is firm and
irrevocable;
- This acquisition will be followed by the filing of a
simplified tender offer by the Consortium for the remaining shares
of Believe, at a price of €15 per share, representing a premium of
43.8% over the volume-weighted average share price of the 30
trading days preceding the announcement of the offer, and at the
same price as that obtained by the sellers of the majority
blocks;
The consortium made up of the EQT X investment
fund, the investment funds managed by TCV and the founder and CEO
of Believe, Denis Ladegaillerie (the "Consortium")
reminds that on 11 February 2024 it entered into agreements with
certain historical shareholders of Believe (TCV, XAnge, Ventech and
Denis Ladegaillerie) to acquire blocks of shares representing 71.9%
of Believe's share capital at a price of 15 euros per share, and
that it will file a simplified tender offer for the outstanding
shares of Believe at a price of 15 euros per share following the
completion of such acquisitions (the “Offer”).
The Consortium has taken note of the favorable
reasoned opinion issued by Believe’s Board of Directors based on
the recommendation of the ad hoc committee which considers that the
Consortium’s Offer is in the interest of the Company, its employees
and its shareholders.
All conditions precedent relating to the
above-mentioned acquisitions have been definitively fulfilled, and
the transfer of said shares is accordingly firm and irrevocable.
The Consortium will therefore file its Offer in the coming
days.
With this new capital structure, the
Consortium wishes to strengthen Believe's position in its markets
while continuing to develop the specificity of its unique model, at
the service of artists and independent labels. The Consortium will
provide Believe with the support it needs to accelerate its
international development, in particular through major investments
in its technology and strategic acquisitions in order to continue
to grow faster than the market.
Denis Ladegaillerie, CEO and Founder of
Believe, said: "Believe is a global
leader in the digital music market, with strong French roots and
one ambition: to become the go-to partner for all independent
artists and labels worldwide. Thanks to this transaction, Believe
will have all the necessary resources to continue the remarkable
growth dynamic that the company has experienced in recent years.
With the active and ongoing support of TCV, which has accompanied
Believe since 2014, and the expertise of EQT, I am convinced that
we will continue to make Believe the global reference for
independent music, while seizing all the growth opportunities
offered by the digital transformation of the music market, to put
them at the service of creation and creators."
Disclaimer This press release has been prepared for information
purposes only. It does not constitute an offer to purchase or a
solicitation to sell Believe shares in any country, including
France. There is no certainty that the simplified tender offer
mentioned above will be filed or opened. The dissemination,
publication or distribution of this press release may be subject to
specific regulations or restrictions in certain countries.
Accordingly, persons in possession of this press release are
required to inform themselves about and to comply with any local
restrictions that may apply.
With this transaction, EQT X is expected to be 30-35 percent
invested (including closed and/or signed investments, announced
public offers, if applicable, and less any expected syndication)
based on target fund size and subject to customary regulatory
approvals. The information contained herein does not constitute an
offer to sell, nor a solicitation of an offer to buy, any security,
and may not be used or relied upon in connection with any offer or
solicitation. Any offer or solicitation in respect of EQT X or TCV
will be made only through a confidential private placement
memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with
applicable laws and regulations. The information contained herein
is not for publication or distribution to persons in the United
States of America. Any securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not be offered or sold
without registration thereunder or pursuant to an available
exemption therefrom. Any offering of securities to be made in the
United States would have to be made by means of an offering
document that would be obtainable from the issuer or its agents and
would contain detailed information about the issuer of the
securities and its management, as well as financial information.
The securities may not be offered or sold in the United States
absent registration or an exemption from registration.
About EQTEQT is a
purpose-driven global investment organization with EUR 232 billion
in total assets under management (EUR 130 billion in fee-generating
assets under management), within two business segments – Private
Capital and Real Assets. EQT owns portfolio companies and assets in
Europe, Asia-Pacific and the Americas and supports them in
achieving sustainable growth, operational excellence and market
leadership.More info: www.eqtgroup.com Follow EQT on LinkedIn, X,
YouTube and Instagram
About TCVTCV is a leading
investment firm focused on investing in global, category-defining,
technology companies. Leveraging its deep industry expertise and
strategic resources, TCV’s mission is to provide long-term capital
and support to high-quality management teams across their growth
journey. Since its founding in 1995, TCV has invested over $18
billion in more than 350 technology companies worldwide and has
supported over 150 IPOs and strategic acquisitions, making it one
of the most active technology investors. TCV has a global presence
in Menlo Park, New York, London and Melbourne. For more information
on TCV and its investments, visit www.tcv.com
About BelieveBelieve is one of
the world’s leading digital music companies. Believe’s mission is
to develop independent artists and labels in the digital era by
providing them the solutions they need in their creative journeys
and to grow their audience at each stage of their career and
development. Believe’s passionate team of creative and digital
music experts around the world leverages the Group’s global
technology platform to support artists and labels. Its 1,919
employees in more than 50 countries aim to partner with artists and
music entrepreneurs with expertise, respect, fairness and
transparency. Believe offers its various solutions through a
portfolio of brands including Believe, TuneCore, Nuclear Blast,
Naïve, Groove Attack, AllPoints, Ishtar and Byond. Believe is
listed on compartment B of the regulated market of Euronext Paris
(Ticker: BLV, ISIN: FR0014003FE9). www.believe.com
Press Contact on behalf of the
Consortium
Nicolas Grange - +33 6 29 56 20
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- Consortium - Update - 19.04.24 ENG