Believe has received a proposal from a consortium to make an offer
for all outstanding shares at 15 euros per share
Believe has received a proposal from a
consortium to make an offer for all outstanding shares at 15 euros
per share
- TCV, EQT, together with Denis Ladegaillerie have agreed
to form a consortium to make an offer for all Believe outstanding
shares;
- Offer Price of €15 per share representing a premium of
+21.0% over the last closing price before announcement of the
offer, and a premium of +43.8% and +52.2% respectively over the
volume-weighted 30 and 120-day average share prices;
- The Board of Directors of Believe, acting unanimously,
favorably welcomes the proposal and has set up an
ad-hoc committee made up of 3 independent
directors and appointed Ledouble as an independent
expert;
- Tender offer expected to be filed with the AMF during
the second quarter of 2024;
- Believe takes the opportunity of this announcement to
reiterate its 2023 outlook.
Paris, 12 February 2024 – Funds
managed by TCV and EQT, together with Denis Ladegaillerie, the
Chairman and CEO of Believe (the “Company”), have
agreed to form a consortium with a view to make an offer for all
Believe outstanding shares at 15 euros per share (the
“Offer Price”) upon having acquired an additional
stake in Believe from TCV Luxco BD S.à r.l., Ventech and XAnge.
Transaction detailsThe
consortium has agreed to acquire the stakes of TCV Luxco BD S.à
r.l., Ventech and XAnge, historical shareholders of Believe,
representing respectively 41.14%, 12.03% and 6.29% of Believe
shares at the Offer Price (the “Blocks
Acquisitions”). In addition, it is contemplated that Denis
Ladegaillerie, the founder, would contribute a portion of his
Company shares (representing 11.17% of the share capital) and sell
the remaining portion (representing 1.29% of the share capital) to
the consortium. Such acquisitions and contributions would bring the
consortium’s ownership at 71.92% of the capital. The Consortium has
also obtained from other shareholders of the Company undertakings
to tender their shares in the Offer (representing 3% of the capital
of the Company). Following the consummation of the Blocks
Acquisitions and the contribution, the consortium1 would file a
mandatory tender offer for the remaining Believe shares at the
Offer Price (the “Offer”), with a view to take the
company private should the consortium reach the levels to implement
a squeeze-out.
The Blocks Acquisitions and the ensuing Offer
are subject to, on the one hand, obtaining the necessary regulatory
approvals, and, on the other hand, on the Board of Directors of
Believe giving its positive recommendation of the Offer notably
following issuance of the independent expert report relating to the
Offer stating that the take private Offer is fair from a financial
standpoint, and consultation of the social and economic committee
of Believe, the Board stating that the Offer is in the interest of
Believe, its shareholders and its employees and recommending to all
shareholders to tender the shares they hold in Believe into the
Offer.
Proposal submission to Believe's Board
of Directors
The Board of Directors of Believe has taken note
of this proposal, including of its conditions precedent. It notes
that the Offer Price of €15 per share represents a premium of
+21.0% over the last closing price before announcement of the
offer, and a premium of +43.8% and +52.2% respectively over the
volume-weighted 30- and 120-day average share prices.
The Board of Directors of Believe, acting
unanimously, favorably welcomes the proposal, without prejudice to
the outcome of its detailed study of its terms, notably with the
benefit of the report of the independent expert on the fairness of
the Offer Price and the absence of ancillary arrangements affecting
the equal treatment of shareholders.
The Board of Directors of Believe has created an
ad-hoc committee composed of 3 independent directors2, to review
the work of the independent expert and prepare a draft reasoned
opinion (“avis motivé”) on the Offer. Such reasoned opinion will be
provided in the reply document prepared by Believe.
Acting upon the proposal of the ad-hoc
committee, and in accordance with article 261-1 of the AMF General
Regulations, the Board of Directors of Believe has appointed
Ledouble, represented by its partners Agnès Piniot and Romain
Delafont, to act as the independent expert and establish a report
on the financial conditions of the Offer (including in the context
of a possible squeeze-out) and the absence of ancillary
arrangements which could be contrary to the principle of equal
treatment of shareholders. The conclusion of the report shall be
presented as a fairness opinion.
Believe has appointed Citigroup Global Markets
Europe AG and Gide Loyrette Nouel as financial and legal advisers
to assist the Company and the ad-hoc committee of the Board of
Directors in their evaluation of the Offer.
Next steps
It is contemplated that the tender offer will be
filed with the AMF during the second quarter of 2024, should the
Blocks Acquisitions be consummated in the event that the conditions
precedent are satisfied.
2023 Outlook
Believe posted a strong performance in 2023, and
the company takes the opportunity of this communication to
reiterate its 2023 outlook:
- Organic growth of +14% for FY’23, or an adjusted3 organic
growth of c. +19%.
- Adjusted EBITDA margin slightly above 5.5%.
- Positive free cash flow in H2’23. The generation was above
expectations for the second half, and therefore free cash flow will
be negative by only a few million euros on an annual basis.
*****
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 world by
providing them the solutions they need to grow their audience at
each stage of their career and development. Believe’s passionate
team of digital music experts around the world leverages the
Group’s global technology platform to advise artists and labels,
distribute and promote their music. Its 1,919 employees in more
than 50 countries aim to support independent artists and labels
with a unique digital 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
Citigroup Global Markets Europe AG (“Citi”),
which is regulated by the European Central Bank and the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht – BaFin), is acting as financial
adviser exclusively for the Company and no one else in connection
with the Offer, and will not regard any other person as its client
in relation to the Offer and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Citi or its affiliates, nor for providing advice in
relation to the Offer or any other matters or arrangements referred
to herein
Forward Looking statement This
press release contains forward-looking statements regarding the
prospects and growth strategies of Believe and its subsidiaries
(the “Group”). These statements include statements relating to the
Group’s intentions, strategies, growth prospects, and trends in its
results of operations, financial situation and liquidity. Although
such statements are based on data, assumptions and estimates that
the Group considers reasonable, they are subject to numerous risks
and uncertainties and actual results could differ from those
anticipated in such statements due to a variety of factors,
including those discussed in the Group’s filings with the French
Autorité des Marchés Financiers (AMF) which are available on the
website of Believe (www.believe.com). Prospective information
contained in this press release is given only as of the date
hereof. Other than as required by law, the Group expressly
disclaims any obligation to update its forward-looking statements
in light of new information or future developments. Some of the
financial information contained in this press release is not IFRS
(International Financial Reporting Standards) accounting
measures.
Press contacts:believe@brunswickgroup.com Hugues
Boëton |+33 6 79 99 27 15 Benoit Grange |+33 6 14 45 09
26 |
Investor Relations
contact:Emilie.megel@believe.comEmilie MEGEL| +33 6 07 09
98 60 |
1 Through a special purpose company controlled by the
consortium
2 The other Board members are linked either to the consortium or
to shareholders having agreed to sell their shares in Believe to
the consortium.
3 Adjusted organic growth aims at providing a view on Believe’s
organic revenue growth after neutralizing embedded market forex
impact: Believe assesses the forex impact on each digital market
served by the Group to estimate the market forex embedded into its
digital revenues collected from its digital partners. Digital sales
embed currency translation effects as the amounts collected from
Subscriptions and Ad-funded by digital stores are in local
currencies and perceived by Believe mainly in euros.
- Press release - Believe - Announcement - 12.02.2024
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