Upbeat BidCo Plans Public Buy-Out Offer for Believe Shares
Upbeat BidCo's Intent to Acquire Believe Shares
Upbeat BidCo, the majority shareholder of Believe, has expressed its intention to file a public buy-out offer for the remaining shares it does not currently hold. This move signals a commitment to consolidate ownership and enhance operational efficiencies within Believe. The transaction will also be accompanied by a squeeze-out for minority shareholders.
Details of the Offering
The anticipated buy-out offer is set at a price of 15.30 euros per share. This price is attractive as it incorporates premiums of 2.9%, 4.4%, 7.5%, and 6.0% over the 30-day, 60-day, 120-day, and 180-day volume-weighted average prices respectively, as determined prior to the announcement.
Formation of an Ad-Hoc Committee
In conjunction with this offer, Believe’s Board of Directors has established an ad-hoc committee comprised of three independent directors aimed at ensuring a fair and transparent process. This committee will be pivotal in overseeing the valuation of the offer and will work closely with Finexsi, appointed as the independent expert to evaluate these terms.
Strategic Implications for Believe
The Board has responded positively to Upbeat BidCo’s proposal, contingent upon a thorough review of its financial terms. Given that Upbeat BidCo already controls 96.65% of Believe’s equity, this move is likely to streamline operations and align the business more closely with its strategic goals.
Expert Oversight
Finexsi will prepare a report assessing the fairness of the offer price and ensure that no arrangements affect the treatment of all shareholders equally. This independent oversight is crucial, particularly in light of the sensitive nature of ownership consolidation.
Timeline and Expected Outcomes
The buy-out offer is expected to be officially submitted shortly and is anticipated to open in the second quarter of the coming year, pending clearance from regulatory bodies. Following the offer, Upbeat BidCo plans to execute a squeeze-out of the remaining minority shareholders, who collectively own less than 10% of the shares.
Compensation for Minority Shareholders
Shareholders who will be affected by the squeeze-out will receive compensation at the same price offered in the buy-out, fostering an equitable resolution for all stakeholders involved.
About Upbeat BidCo and Its Leadership
Upbeat BidCo is controlled by Denis Ladegaillerie, the founder and CEO of Believe, indicating a strong alignment of interests among the major stakeholders. This proposal reflects the commitment to expanding the company's reach and supporting its long-term growth vision.
Profile of Believe
Believe is recognized as a leading player in the digital music industry, dedicated to empowering independent artists and labels by providing essential resources and growth strategies tailored to the evolving music landscape. It consists of a strong team spread across numerous countries, promoting a collaborative environment for artists to thrive.
Frequently Asked Questions
What is the purpose of Upbeat BidCo's buy-out offer?
The primary purpose is to consolidate ownership of Believe and enhance its operational effectiveness by acquiring the remaining shares.
What price is being offered to shareholders?
Upbeat BidCo is offering shares at a price of 15.30 euros, which reflects significant premiums over prior trading averages.
Who will oversee the fairness of the offer?
An independent expert, Finexsi, has been appointed to ensure the offer is fair and equitable among all shareholders.
What happens to minority shareholders following the squeeze-out?
Minority shareholders will receive compensation equivalent to the buy-out offer price during the squeeze-out process.
How will this impact the future of Believe?
This acquisition is expected to align Believe's operations more closely with its strategic aims and foster sustainable growth within the digital music industry.
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