In a story already full of twists and turns, we (potentially) believe.
Early this month, MBW reported it is Financial Market Authority (AMF)The French equivalent of the US Securities and Exchange Commission was also caught up in the controversy.
Believe's board of directors is AMF To determine whether this is a specific move by a consortium led by the founder/CEO of Believe. Duni Ladogayuriit was legal.
The decision is now here, and AMF radgailery consortium „Waiver“ previously agreed bid conditions “It violates the basic principles of public bidding law.” In France, “in particular the principles of fairness, transparency, freedom of bidding and over-bidding”.
These are (translated) words Marie-Anne Barbat-Rayanithe AMF chairman said in a letter to the Believe board of directors sent within the past 24 hours and obtained by MBW.
Why is this so important?
Because, if radgailery consortium If you could/could „waive“ the condition, it would almost guarantee you a gain of approx. 72% (For beginners) Believe.
that 72% If the acquisition goes ahead, there will be virtually no chance of it happening. believe by warner music group. WMG is known to be considering whether to take on a rival offer to buy the French company at a higher price than Radgayuri's bid.
Therefore, the AMF decision appears to stand warner's possibility of formally entering the bidding process for believe.
How we got here – and why AMF claims Radega Yuri’s “waiver” “violates the principle of fairness”
February 12th, believe me announced The Ladegaillerie consortium, consisting of Ladegaillerie, TCV, and EQT, had agreed to a private acquisition transaction. 71.92% Company's.
this 71.92% This block of shares is currently held by four shareholders: Ventch and Xange, as well as TCV and Denis Ladegaillerie himself.
Mr. Believe said that the following two conditions apply to the acquisition of 71.92% of Lard Gai Lily. (I) Regulatory approval in France.and (ii) Issue to Believe shareholders Board approval of Ladegaillerie's bid,alias „Fair opinion“ Reported by independent experts.
upon February 21stBelieve's board is private expression have a potential interest in acquiring a company from Warner Music Group.
after that, February 27th, WMG told Believe that it was considering making a takeover offer to Believe at a price significantly higher than Lardgayuri's bid. (WMG's potential bid would value Believe at about US$1.8 billion or more, Warner revealed. A joint bid with Radegaillery would value the company at about US$1.6 billion.)
the next day (February 28th), the Ladegaillerie consortium announced its intentions to: „Abandon“ One of the previously announced conditions 71.92% “Takeover Blocker” – Requires the Believe Board of Directors to issue a bid approval (also known as a “fairness opinion”) to shareholders. This could have accelerated the acquisition of a 71.92% stake by the Lardgayuri consortium.
However, at that time, the Believe board was Consulted with AMF This is to help determine whether Radogai Yuri's attempt to waive his rights is legally sound.
“When WMG published an expression of interest valuing Believe at least €17 per share…by exercising its right to unilaterally waive the aforementioned conditions precedent, it was aware of this non-public information. The consortium gave itself a decisive advantage'' in the successful bid, violating the principles of fairness, transparency and freedom to bid and overbid. ”
Marie-Anne Barbat-Rayani, AMF
In her letter to the Believe Board published yesterday (March 22), AMF's Marie-Anne Barbat-Rayani It writes that the terms previously agreed in the Ladegaillerie consortium approach mean:The execution of the purchase and sale agreement is dependent on the favorable opinion of (Believe's) board of directors. ” She called this “an essential regulatory step in the progress of a public offering.”
Barbat Rayani It claimed so by seeking to „waive“ its board approval conditions after Warner Music Group. „The (Radogayuri) consortium, which was aware of this non-public information, had privately announced its intention to potentially make a bid for Believe at a certain price (more than 17 euros per share). The successful bid was made in violation of the principles of fairness, transparency and freedom to bid and overbid. ”
While I was consulting with AMF Believe’s Board of Directors on Ladegaillerie Consortium’s “Waiver” Attempt put on ice WMG's request for review of „confidential“ financial documents related to Believe.
AMF's review of the „waiver“ has been completed and we are awaiting news on when or if WMG will obtain this „confidential information.“world music business