The brand new possession construction of Consider is taking form.
The corporate confirmed as we speak (June 24) that 94.99% of its share capital is now owned by a consortium consisting of EQT X, TCV, and Consider founder Denis Ladegaillerie.
The Ladegaillerie consortium supplied EUR €15 per share in its takeover bid; Consider’s public shareholders had till Friday (June 21) to simply accept or reject that bid.
Ladegaillerie’s consortium had beforehand secured the acquisition of 71.92% of Consider by way of a ‘Block Acquisition’ at this value from current shareholders: 59.46% from TCV Luxco BD S.à r.l., Ventech and XAnge; plus Ladegaillerie’s 12.5% stake.
In whole, Ladegaillerie and co have now acquired 95,664,105 shares at a price of EUR €1.43 billion (round USD $1.54 billion at present alternate charges).
That stated, two events within the new consortium—Ladegaillerie and TCV—have successfully acquired shares from themselves by way of that ‘Block Acquisition’.
The Ladegaillerie consortium’s bid values Consider’s total share capital at roughly €1.51 billion ($1.62bn).
EQT has beforehand stated that, by way of its stake within the Ladegaillerie consortium, it expects to be “30-35% invested” in Consider; this means that EQT X owns round a 3rd of the fairness within the consortium (‘Upbeat Bidco’).
Discussing the acquisition of the consortium’s 94.99% of Consider’s shares, Denis Ladegaillerie stated as we speak: “Following the pleasant takeover bid we initiated, the Consortium now holds 95% of Consider’s capital.
“Our shareholders have overwhelmingly determined to tender their shares to the provide, resulting in an actual success! With enhanced monetary agility and the confirmed experience of the Consortium members, the group is now finest geared up to attain our collective objective: to make Consider the worldwide chief in impartial music, serving artists and labels worldwide.”
An attention-grabbing quirk of the brand new possession construction (as you may see above): It leaves 5.01% of shares as ‘free float’ on the Euronext public market.
In keeping with Euronext’s FAQs (see beneath), the inventory alternate requires every firm to drift a share capital of no less than 5% of their agency (as long as that 5% is value greater than €5 million).
In different phrases, it appears no less than doable that the 5.01% of public shareholders who haven’t accepted Ladegaillerie and co’s €15-per-share provide might but be permitted to proceed to carry/commerce their shares on the Paris Euronext.
Aligned with this new shareholding construction and Ventech promoting its total share in Consider, the corporate’s board of administrators has seen some modifications.
Becoming a member of Consider’s board as a consultant of EQT X is Andrew Fisher.
Fisher is the previous CEO of Shazam, a part of what Consider calls Fisher’s “in depth expertise within the music trade”.
Fisher’s ratification onto Consider’s board might be submitted to the vote of the corporate’s AGM subsequent 12 months in 2025.
Consider’s board of administrators has additionally appointed two observers, Michael Kalfayan (Basic Companion at TCV) and Nicolas Brugère (Companion at EQT, Head of France & Benelux).
Earlier this 12 months, Warner Music Group made a competing $1.8 billion method to doubtlessly purchase Consider, however this in the end fell by way of.
Warner had thought-about making a EUR €17-per-share-plus provide to accumulate Consider however determined to not pursue it in April.
Ladegaillerie’s consortium initially launched its provide for Consider in February.
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