Consortium Acquisition Plans
The consortium, led by founder and general director Denis Ladegailie, announced plans to acquire the remaining shares of a music company from public shareholders—one way or another.
The consortium, which also includes EQT X Fund along with funds from TCV, currently holds 96.65% of Believe. The share capital is private; a minority of the shares remains held by public shareholders in Paris, Evronex.
Public Redemption Proposal
The Ladegaillerie Consortium (Upbeat Bidco) is now pursuing the delicate acquisition of the company registered in Paris, backed by a public redemption proposal that values the entire joint-stock capital at approximately €1.54 billion ($1.75 billion).
This proposal, which offers €15.30 per share, represents a 2.9% premium over a 30-day average.
The proposal will be submitted to the AMF—the French equivalent of the U.S. Securities and Exchange Commission—today (April 16), and it is expected to officially open in the second quarter of 2025.
Squeeze Out Plans
What if Increased Bidko encounters rejection of the new proposal by any public shareholders of Believe?
In this scenario, Ladegallerie’s group plans to execute a “squeeze-out” under French financial laws, which would compel remaining shareholders to sell their stakes.
Under this planned “squeeze-out,” affected shareholders will have to sell their shares at the same price as the new public offer.
Increased Bidko announced a new public offer approximately 10 months after the consortium took control over the majority, securing 94.99% of the company’s share capital through a €1.43 billion ($1.63 billion) transaction.
At that time, Believe reported retaining 5.01% of its shares as a “free float” in the public market of Euronext.
Equation previously mentioned that, with its stake in the Ladegailie consortium, it anticipates “30-35% invested” in Believe, implying that EQT X holds about a third of the capital in Upbeat Bidco.
EQT, a global investment organization with €269 billion ($305.5 billion) in total assets under management, has increased its influence in music-related assets. The firm has also invested in Epidemic Sound and talent agency Utah.
In the meantime, TCV, focused on tech investments, has invested $18 billion in more than 350 tech companies, resulting in 150 IPOs and strategic transactions.
The board, supported by a special committee comprising three independent directors—Eagle Nanan, Ann-France Laclid-Drouin, and Sécile Frot-Kautaz—is tasked with evaluating the new compelling offer from Bidco.
The committee has appointed financial consultancy firm Finexsi as an independent expert to assess the fairness of the proposal.
In response, Believe’s board “unanimously welcomed” the acquisition proposal on Tuesday (April 15), although the transaction remains subject to the financial conditions outlined in the independent expert’s report.
This acquisition proposal emerges four years after Believe’s debut on the Paris market in 2021, following their €300 million ($340.7 million) IPO, which implied a market capitalization of approximately €1.9 billion ($2.2 billion) prior to any potential over-allotment.
As of Wednesday, Believe had a market capitalization of €1.54 billion, based on a share price of €15.26, which is 22% below the IPO price of €19.50 in 2021.
Founded in 2005 by Ladegailie, a former executive director at Vivendi, Believe has transformed into a global digital music powerhouse, providing a variety of services through numerous acquisitions across more than 50 countries.
Perhaps its most notable asset is the DIY Digital Distribution Platform Tunkor, which was acquired in 2015 for $40 million.
Other brands and subsidiaries include the rock and metal label Nuclear, Explosion, French indie label Naive, and distribution firm Groove Attack, among others. Believe employs 2,037 individuals globally.
Denis Ladegaillerie, backed by EQT and TCV, makes move to fully acquire Believe
