Warner Music Group Confirms Its Indication of Interest in Relation to French Digital Music Company Believe SA
07 Marzo 2024 - 8:30AM
Warner Music Group (“Warner Music Group” or WMG”) confirms that on
February 21, 2024 it approached Believe SA, a global digital music
company headquartered in France and listed on the regulated market
of Euronext Paris (“Believe” or the “Company”) to initiate
discussions with respect to a potential combination of Believe with
WMG (the “Transaction”) and that it indicated on February 27, 2024
that, at this stage, WMG thought it could value Believe at a price
of at least €17/share (coupon attached) based on currently
available public information.
WMG hereby confirms the indications contained in the press
release of the ad hoc committee of the Board of Directors of
Believe published on March 1, 2024, which reiterates, in particular
that WMG’s approach was made to the Company on a confidential,
exploratory and non-binding basis and that WMG has requested access
to a limited list of key due diligence information with a view to
possibly submitting a formal offer relating to the Transaction (as
the case may be, by applying usual measures to protect such
information).
WMG reaffirms its interest in the potential Transaction and
considers that such a combination would be beneficial to the
Company and all of its other stakeholders (shareholders, employees,
artists and labels). As opposed to the purely financial transaction
contemplated by the consortium formed by EQT, TCV, and Denis
Ladegaillerie (the “Consortium”) announced on February 12, 2024,
WMG would provide Believe with strategic support and financial
stability to help the development and growth of the Company,
including by accelerating its expansion into new geographies. In
addition, WMG envisages financial terms that would be more
attractive than those announced by the Consortium. Although no
decision has been taken at this stage, the Transaction could be for
cash only, without WMG excluding the possibility of a share
component, and without any financing conditions. If necessary, and
depending on the information provided by the Company, the filing of
the offer could be subject to obtaining authorizations from
relevant competition authorities.
WMG notes that the Consortium, after having been made aware of
WMG’s proposal, has decided to waive the conditions precedent
relating to the block acquisitions (related to the issuance of a
fairness opinion by the independent expert appointed by the ad hoc
committee and the issuance by the Company’s board of directors of
its recommendation with respect to the offer, following
consultation of the Company’s works council) included in the
agreements transferring to it c.72% of Believe’s share capital. WMG
considers that such a waiver violates a number of rules of French
securities regulations which are meant to protect shareholders
(including the sellers and their investors) and the Company, and
that the validity of such waiver could be challenged.
WMG is currently awaiting access to the due diligence
information requested on February 27, 2024, and which it considers
key to allow it to submit a formal proposal, as the case may be,
with respect to the Transaction and confirm its indicative price of
at least €17/share (coupon attached) based on the elements
mentioned above.
WMG will keep the market updated on any further material
developments relating to the above situation.
DISCLAIMERThis press release has been prepared
for information purposes only. It does not constitute an offer to
purchase, or the solicitation of an offer to sell any securities of
Believe, or an offer to sell, in any jurisdiction, including
France. There is no certainty that the Transaction mentioned above
will be further pursued or completed. The dissemination,
publication or distribution of this press release may be subject to
specific regulations or restrictions in certain jurisdictions.
Accordingly, persons who come into possession of this press release
should inform themselves of and observe these local restrictions.
WMG disclaims any responsibility or liability for the violation of
any such restrictions by any person.
About Warner Music GroupWarner Music Group
(WMG) brings together artists, songwriters, entrepreneurs, and
technology that are moving entertainment culture across the globe.
Operating in more than 70 countries through a network of affiliates
and licensees, WMG’s Recorded Music division includes renowned
labels such as 10K Projects, 300 Entertainment, Asylum, Atlantic,
Big Beat, Elektra, Erato, First Night, Fueled By Ramen, Nonesuch,
Parlophone, Reprise, Rhino, Roadrunner, Sire, Spinnin’, Warner
Records, Warner Classics, and Warner Music Nashville. WMG’s music
publishing arm, Warner Chappell Music, has a catalog of over one
million copyrights spanning every musical genre, from the standards
of the Great American Songbook to the biggest hits of the 21st
century. Warner Music Group is also home to ADA, which supports the
independent community, as well as artist services division WMX. In
addition, WMG counts film and television storytelling powerhouse
Warner Music Entertainment among its many brands. Follow WMG on
Instagram, X, TikTok, LinkedIn, and Facebook.
Contacts:Image 7 -
ParisAnne-France Malrieuafmalrieu@image7.fr+33 6 89 87 61
18
Sergio de la Callesdelacalle@image7.fr+33 6 69 58 42 34
Warner Music Group - LondonAlex JacobSenior
Vice President, Communicationsalex.jacob@warnermusic.com
Warner Music Group - New YorkJames StevenChief
Communications Officerjames.steven@wmg.com
Kareem ChinSenior Vice President & Head of Investor
Relationskareem.chin@wmg.com
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