EQT, Denis Ladegaillerie, and TCV launch $1.64 billion takeover bid for Believe

Denis Ladegaillerie

Will Believe be privately owned by the summer?

That’s the hope of a new consortium, which today (February 12) has announced a takeover bid worth EUR €1.523 billion (USD $1.64 billion) for 100% of the company’s shares.

The consortium brings together three parties: Existing Believe shareholders TCV and Denis Ladegaillerie (Believe’s founder, Chairman & CEO), plus EQT – the Swedish private equity firm that has previously invested in music/entertainment companies such as Epidemic Sound and United Talent Agency.

Together, Ladegaillerie plus the EQT X fund and funds managed by TCV, have proposed a private takeover of Believe valued at EUR €15 per share, representing a premium of +21% on Believe’s closing share price on the Paris Euronext on Friday (February 9).

The consortium has already secured agreements to acquire 71.92% of Believe from existing shareholders via two mechanisms:

  1. A pre-agreed takeover of 59.46% of Believe, acquired from existing shareholders TCV Luxco BD S.à r.l., Ventech and XAnge (who currently own 41.14%, 12.03%, and 6.29% of Believe respectively);
  2. Ladegaillerie, who currently owns around 12.5% of Believe, handing 11.17% of the company’s share capital to the consortium, and then selling a further 1.29% to the group at the offer price.

In addition, the consortium (Ladegaillerie, plus EQT and TCV) has already obtained from other minority shareholders, who currently hold a further 3% of Believe’s share capital, “undertakings to tender their shares”.

In other words, the consortium has established agreements to acquire around 75% of Believe. (EQT said that it expects to be “30-35% invested” in Believe should the consortium’s offer be approved.)

The consortium’s pre-agreed ~75% acquisitions are now subject to regulatory approvals, plus the board of Believe giving a positive recommendation following an independent expert report that will evaluate the fairness of the offer.

Should the consortium’s acquisition(s) of ~75% of Believe’s stock be completed/approved, it will then move forward with a €15-per-share cash tender offer for the remaining ~25% of Believe’s share capital, the majority of which is publicly traded.

(According to Euronext data, some 19.17% of Believe’s share capital was publicly traded – ‘free float’ – stock as of September 2023.)

Believe said it’s expected that the consortium’s completion of the ~75% acquisitions will take place in Q2 2024, after which the tender offer for the remaining ~25% will be filed with the French Autorité des Marchés Financiers (AMF).

Believe went public on the Paris Euronext in June 2021, initially floating 14.35% of its equity via the IPO.

“[If] the legal conditions are met at the end of the offer,” said Believe today, the consortium will “request the implementation of a squeeze-out procedure”, which would re-privatize the company.

Denis Ladegaillerie, founder, Chairman & CEO of Believe, said: “Since being a public company, Believe has systematically outperformed its objectives, delivering its IPO plan two years ahead of schedule. However the strength of its operational performance has not been reflected in the share price evolution.

“Believe has a significant opportunity ahead to consolidate the independent music market and create the first global major independent, at the service of artists at all stages of their career.

“In achieving this ambition, I am glad to continue benefiting from the active support of TCV who has accompanied Believe since 2014 and to be partnering with Europe-based EQT who has a great track record in supporting high growth companies.”

Nicolas Brugère, Partner, EQT, said: “Believe’s track record in developing labels and artists worldwide is exceptional. With the music market growth and digitalisation, Believe has significant potential to continue thriving, through organic expansion and strategic acquisitions.

“We are excited to invest alongside TCV and Denis to back that next phase of development. We are fully aligned with Believe’s core values of fairness, respect and transparency and are committed to support their talented team for future success.”

John Doran, General Partner, TCV, said: “Believe is strongly positioned as the partner of choice for independent artists and labels globally, as well as for artist and labels that have a digital-first mindset.

“We at TCV, see Believe’s focus on local content, coupled with its full stack offering addressing all artist segments and focusing on digital artist development over the long term, as highly differentiated, making them a strategic partner for digital streaming platforms globally.

“We are excited to be partnering with EQT to back Denis and the Believe team, as they continue to scale their business and expand globally.”

Believe is set to announce its FY 2023 and Q4 2023 fiscal results on March 13.

The firm reiterated its outlook for FY 2023 today: it expects to post organic revenue growth of 14% YoY for FY 2023 (to end of December), or an adjusted organic growth of 19% YoY (whereby ‘adjusted’ represents neutralized impact from foreign exchange rates).

In addition, Believe said it expects to post an FY 2023 adjusted EBITDA margin “slightly above 5.5%”.

The consortium’s €15-per-share offer values Believe’s entire share capital at approximately EUR €1.523 billion based on 101.547 million shares outstanding, Believe confirmed today.Music Business Worldwide