Pershing Square Capital Management has submitted a non-binding proposal to the board of directors of Universal Music Group N.V. to acquire all outstanding shares of the company through a business combination transaction, the investment firm announced on Tuesday (April 7).
Under the terms of the proposal, UMG shareholders would receive €9.4 billion in cash — equivalent to €5.05 per share — plus 0.77 shares of a newly created company (“New UMG”) for each share of UMG held.
Pershing Square estimates the total consideration package to be worth €30.40 per share, a 78% premium to UMG‘s closing price on April 2. At that per-share consideration, the proposal implies a total deal value of approximately €55.8 billion (around $64.4 billion).
In the transaction, UMG would merge with Pershing Square SPARC Holdings, Ltd., with the combined entity incorporating as a Nevada corporation and listing on the New York Stock Exchange.
“New UMG will publish financial statements under US GAAP and be eligible for S&P 500 and other index inclusion,” Pershing Square said. The deal is expected to close by year-end.
The transaction would facilitate the cancellation of 17% of UMG‘s outstanding shares while “preserving the company’s investment grade balance sheet,” leaving New UMG with 1.541 billion shares outstanding. All equity financing for the transaction would be backstopped by Pershing Square and its affiliates, with all debt financing “committed at signing,” the firm said.
“UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction.”
Bill Ackman
“Since UMG’s listing, Sir Lucian Grainge and the company’s management have done an excellent job nurturing and continuing to build a world-class artist roster and generating strong business performance,” said Pershing Square CEO Bill Ackman. “However, UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction.”
Pershing Square cited six factors it believes have depressed UMG‘s stock price: uncertainty concerning the Bolloré Group‘s 18% stake in the company; the postponement of UMG‘s US listing; the underutilization of UMG‘s balance sheet; the “absence of a publicly disclosed capital allocation plan and earnings algorithm”; a lack of investor credit in UMG‘s valuation for its €2.7 billion stake in Spotify; and what it described as “suboptimal shareholder investor relations, communications, and engagement.”
Pershing Square is hosting an investor webcast on Tuesday at 10:00 AM EDT to discuss the proposal.
Background
Pershing Square first acquired approximately 10% of UMG from Vivendi in the summer of 2021 for approximately USD $4 billion, around the time of UMG‘s listing on the Euronext Amsterdam exchange in September 2021.
Ackman has since sold down a portion of that position — raising around USD $1.4 billion from the sale of a 2.7% stake in March 2025 — and resigned from UMG‘s board in May 2025, citing “new executive and board obligations arising from his recent investments.”
Ackman had long advocated for a US listing of UMG, arguing it would unlock demand from institutional investors unable to purchase non-US-listed securities and improve analyst coverage.
UMG confidentially filed a draft registration statement with the US Securities and Exchange Commission in July 2025 for a proposed secondary listing on a US exchange, but announced in March 2026 that it was putting those plans on hold, citing market conditions.
The uncertainty surrounding the Bolloré Group‘s 18% stake in UMG has weighed on the company’s shares for an extended period.
Cyrille Bolloré stepped down from UMG‘s board in July 2025 as the Bolloré Group battled the French financial markets regulator over its stake in Vivendi, which holds a further capital interest in UMG.
UMG‘s stock has fallen around 33% over the past twelve months on the Euronext Amsterdam exchange.Music Business Worldwide