Update on acquisition by the Consortium made of Believe Founder and CEO Denis Ladegaillerie, EQT, and TCV, to acquire a block of 71.92% of Believe's capital to be followed by a tender offer to acquire 100% of Believe's capital
On February 12, 2024, Denis Ladegaillerie, the EQT X fund ("EQT") and funds advised by TCV (together, "TCV") announced that they had formed a consortium (the "Consortium") with a view to launching, through a dedicated entity ("BidCo") a tender offer (the "Offer") to acquire the shares of Believe (the "Company") at a price per share of 15 euros, following the acquisition of blocks representing 71.92% of the share capital and 77.42% of the theoretical voting rights of the Company (the "Block Acquisitions").
In accordance with the terms of the acquisition agreements entered into with TCV Luxco BD S.à r.l., XAnge and Ventech, historical shareholders of Believe, BidCo has decided to waive the condition precedent set forth in these agreements with respect to the reasoned opinion of the Company's Board of directors on the Offer recommending the shareholders to tender their shares. As a consequence, the Block Acquisitions remain subject only to the receipt of antitrust approvals, for which the filings have now been made and which the Consortium is confident to obtain in a timely manner.
Following completion of the Block Acquisitions, the Consortium would file a mandatory tender offer, at a price of 15 euros in cash, for the remaining shares of Believe outstanding at the time and, if the legal conditions are met at the end of the offer, will request the implementation of a squeeze-out procedure.
Completion of the Block Acquisitions is expected to take place during the second quarter of 2024, and the filing of the subsequent Offer shortly thereafter.
Disclaimer This press release has been prepared for information purposes only. It does not constitute an offer to purchase or a solicitation to sell Believe shares in any country, including France. There is no certainty that the simplified tender offer mentioned above will be filed or opened. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.
With this transaction, EQT X is expected to be 30-35 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on target fund size and subject to customary regulatory approvals.
The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT X or TCV will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.
About EQT
EQT is a purpose-driven global investment organization with EUR 232 billion in total assets under management (EUR 130 billion in fee-generating assets under management), within two business segments - Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.
More info: www.eqtgroup.com
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About TCV
TCV is a leading investment firm focused on investing in global, category-defining, technology companies. Leveraging its deep industry expertise and strategic resources, TCV's mission is to provide long-term capital and support to high-quality management teams across their growth journey. Since its founding in 1995, TCV has invested over $18 billion in more than 350 technology companies worldwide and has supported over 150 IPOs and strategic acquisitions, making it one of the most active technology investors. TCV has a global presence in Menlo Park, New York, London and Melbourne. For more information on TCV and its investments, visit www.tcv.com
About Believe
Believe is one of the world's leading digital music companies. Believe's mission is to develop independent artists and labels in the digital era by providing them the solutions they need in their creative journeys and to grow their audience at each stage of their career and development. Believe's passionate team of creative and digital music experts around the world leverages the Group's global technology platform to support artists and labels. Its 1,919 employees in more than 50 countries aim to partner with artists and music entrepreneurs with expertise, respect, fairness and transparency. Believe offers its various solutions through a portfolio of brands including Believe, TuneCore, Nuclear Blast, Naïve, Groove Attack, AllPoints, Ishtar and Byond. Believe is listed on compartment B of the regulated market of Euronext Paris (Ticker: BLV, ISIN: FR0014003FE9). www.believe.com
Press Contact on behalf of the Consortium
Nicolas Grange - +33 6 29 56 20 19
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