Warner Music Group has dropped its plans to make a bid for Believe.
The major made a surprise move last month that might have scuppered a takeover bid by a consortium led by Denis Ladegaillerie, chairman and CEO of Believe, along with the EQT X fund and funds advised by TCV.
With the agreed acquisition of a block representing 71.92% of the share capital, the consortium had initiated a move in February to acquire all outstanding shares at €15 per share and take the company private. Believe is currently listed on the Euronext Paris exchange.
The Paris-based digital music company reported revenue of €880.3 million in 2023, which represented growth of 15.7%, or 14.4% in terms of organic growth.
The company has around 2,000 staff in 50 countries. Its portfolio of brands covering services for the music industry includes Believe, TuneCore, Nuclear Blast, Naïve, Groove Attack, AllPoints, Ishtar and Byond.
The consortium’s offer of €15 per share in February – welcomed by the company’s board of directors – valued the company at around €1.52 billion. The board established an ad-hoc committee to report back on the offer.
On March 7, Warner Music Group suddenly indicated that it was considering swooping for Believe with a higher offer of €17 per share. That would have valued Believe at around €1.65 billion.
Following the move by Warner last month, the board of Believe said: "Believe has agreed to provide WMG with access to a data room including a level of information consistent with the information provided to the consortium, subject to appropriate confidentiality undertaking."
But Warner Music has today (April 6) confirmed that it will not be making a bid for Believe. The board of Believe had requested any offer be made by April 7.
In a statement, WMG said that “after careful consideration, it has decided not to submit a binding offer for Believe”.
The statement added: “WMG thanks the ad-hoc committee and Believe's leadership team for their time and cooperation, and wishes the company every success in future.”
The way is now clear for the original takeover bid by Denis Ladegaillerie and his partners.
In a statement, Believe’s ad-hoc committee said: “The ad-hoc committee of Believe has taken note of Warner Music Group’s decision not to submit a binding offer for a combination with Believe, as set out in Warner Music Group’s press release earlier today.
“The ad-hoc committee will review the situation with all interested parties (including the consortium composed of EQT, TCV and Mr Denis Ladegaillerie, as well as the historical shareholders of Believe) to determine next steps in relation to the possible evolution of the company’s control and will inform the market accordingly.”
In February, the consortium had agreed to acquire the stakes (at the offer price) of TCV Luxco BD, Ventech and XAnge, representing respectively 41.14%, 12.03% and 6.29% of Believe shares.
In addition, it is intended that Ladegaillerie will contribute a portion of his company shares (representing 11.17% of the share capital) and sell the remaining portion (representing 1.29%) to the consortium.
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