Believe Privatization Plan Moves Forward With €15-Per-Share Tender Offer — Up to $494 Million in Stock Purchases

Photo Credit: French Tech Journal

After closing deals to acquire Believe shares (BLV on the Euronext Paris) representing over 70 percent of the company’s voting rights, an EQT-led consortium has laid out a tender offer for remaining investors.Also featuring Believe founder and CEO Denis Ladegaillerie, the consortium formally announced its long-anticipated tender offer today. That offer will be made specifically through Upbeat BidCo SAS and is subject to review from France’s Financial Markets Authority, per the resource, which was emailed to DMN. (Upbeat’s lone officials and beneficial owners are EQT higher-ups, registration documents show.)

Set to span 15 trading days, the offer will afford Believe’s Euronext shareholders the same per-share compensation, €15, that Ladegaillerie received for selling 1.25 million shares to the consortium. The exec is further kicking in north of 10.85 million shares in exchange for a stake in the post-privatization company.

Ladegaillerie’s contribution was planned from the outset, as were related purchase agreements with shareholders TCV Luxco, Ventech, and XAnge. As a whole, the latter deals enabled the consortium to secure the initially mentioned 71 percent of voting rights (reflecting almost 72 percent of Believe’s share capital) and then move forward with the tender offer.

But almost three months have now passed since the privatization plan’s announcement, and the process hasn’t been without unforeseen obstacles. For a time, evidence (and public statements) suggested that Warner Music Group (WMG) intended to swoop in and buy Believe for a minimum of €17 per share.Multiple twists and turns later, though, the major label ultimately opted against making any offer whatsoever for the digital music company, which reported double-digit Q1 2024 revenue growth on Wednesday. At this point, it can be safely stated that WMG’s possible buyout, which attracted ample criticism from indie organizations, is in the rearview.

Nevertheless, it’s all systems go for the consortium’s own takeover, the per-share price of which, the involved parties emphasized, marks a 21 percent boost from before the corresponding plan was revealed in mid-February. Additionally, the offer signifies a close to 50 percent premium from BLV’s average price during the 180 prior trading days, the consortium drove home.

All told, the tender offer is targeting a maximum of 27.24 million already-issued shares and as many as 30.79 million shares overall, with the latter coming out to about $493.54 million at the present euro-dollar exchange rate. In keeping with the offer price, BLV was worth an even €15 when trading wrapped today.

Lastly, regarding the privatization play’s logistical specifics, the consortium has rather predictably indicated that Believe will continue spearheading expansion initiatives and broader strategies under “the industry expertise of” Ladegaillerie. The Sentric parent’s existing team is expected to remain in place, per the text.

The consortium “would in particular focus investments in Artist Services in the top 10 global music markets,” the parties said of their plans for Believe, “in Label and Artist Solutions in the top 25 global music markets to build a targeted and optimised premium position, and building a first level of presence in Japan and the US, as well as unlocking an opportunity in publishing following the acquisition of Sentric in 2023.”