right. Before we give you the latest on the rapidly unfolding soap opera. believeWarner Music Groupp, and Duni Ladogayuriconsortium ofIt will help you understand.
Trust me, MBW would appreciate it if you could just skip to the latest chapter. Believe Board* call AMF – France is equivalent to the United States Securities and Exchange Commission (SEC) – Determine if there is any significant movement Consortium of Denis Ladegaillerie Get AOK or A-Oh-Nay.
but, the necessary context, Trust me, this story will probably leave you lost at sea.
So before we get into the good stuff, here's a quick explanation Time series summary Based on a series of announcements made by Believe and its board (as well as by WMG) in recent weeks, we'll explain what's happened so far.
- upon February 12th, A consortium consisting of two investment companies – TCV and EQT -plus Duni LadogayuriFounder and CEO of Believe, headquartered in Paris. announced what they put on the table EUR 15 EUR per share Bid to acquire Believe and take it private.This bid is worth approx. $1.6 billion;
- of radgailery consortium He pointed out that a private agreement regarding the acquisition has already been reached. 71.92% of belief by “block acquisition”. These „block acquisition“ agreements were entered into privately with the four current owners of Believe stock. bench and Zange,plus TCV and Duni Ladogayuri. (Once again, the Ladegaillerie/TCV/EQT consortium has agreed to acquire shares from the following companies: Ludgyle Lee himself,plus TCV itself, plus two other shareholders).Acquisition of this by consortium 71.92%Mr. Believe said that the following two conditions apply: (I) Regulatory approval in France.and (ii) Issue to Believe shareholders Board approval of Ladegaillerie's bid,alias „Fair opinion“ Reported by independent experts. After these hurdles are cleared, 71.92% Officially landed in the bag of the consortium – the consortium said it would officially announce Offer of 15 euros per share to the rest of Believe's shareholder base.
- upon February 21st, warner music group Contacted Believe's Board of Directors* will „begin discussions regarding a potential combination of Believe and WMG.“
- upon February 27th,W.M.G. Told the Believe committee* that one might be willing to value believing „at least'' EUR 17 euros per share Based on currently available public information. However, WMG said it would only make a formal offer after Believe had received and considered what it considered „confidential information“ about its finances. WMG made a formal request for this „confidential information“.
- a 17 euros per share Offer will be soon 13% higher We believe it is more valuable than the Ladegaillerie consortium's proposal and more valuable than Believe. $1.8 billion. Mr. Warner told Believe's board that if WMG were to proceed with a formal offer to Believe, it would be possible to pay the entire amount in cash.
- upon February 28thin what appears to be a reaction to Warner's approach, radgailery consortium Said believe's board now it will be „Abandon“ One of the previously announced conditions 71.92% “Takeover Blocker” – Requires the Believe Board of Directors to issue an approval of the bid (also known as a “fairness opinion”) to shareholders based on information provided by independent experts. As a result of this “exemption”, believe It was later confirmed that the „block acquisition“ has only one condition: French regulatory approval (related to antitrust clearance). Consortium of Ladegaillerie „We expect to be able to acquire it in a short period of time,'' he said.
- upon March 7th, warner music group has publicly disclosed that it is interested in considering a takeover offer for believe. As part of this announcement, WMG stated: strong disapproval Regarding the intention of the Ladegaillerie consortium to „waive'' the „fair opinion'' condition of the „takeover block'' bid. Warner said: „WMG believes that such a waiver violates a number of rules of French securities regulation aimed at protecting shareholders (including the seller and its investors) and the company, and that such waiver We believe that the validity of the Act may be challenged.''
- The Radegaille consortium publicly refuted Warner's claims on Friday (March 8th) argued in a press release that its decision to „waiver“ the conditions in question is valid and complies with French regulations.
- The last thing that's really obvious: if Consortium of Ladegaillerie I got it successfully 71.92% Believe, it becomes the majority owner of the company. You would expect this to eliminate any interest. Warner have to get believe – Even if there are outside minority shareholders, 71.92% I should have sold it to WMG instead.
Yes, we've made quite a bit of progress! Now, here's the latest information.
Today (March 11th), Believe Board* have announced Three important things:
- When we contacted the French financial authorities, AMF, Ask whether Ladegaillerie's consortium is legally allowed to „waive“ the board approval/“fair opinion“ condition.of AMF (Financial Market Autorite), as mentioned above, is France's equivalent of the US SEC. Specifically, Believe's Board of Directors would like to know: “Principles of Tender Offers” Applicable here – that is, a preliminary approach from a potential rival bidder would actually require approval of Lardgayuri’s bid by the Believe Board (a “fairness opinion”) before proceeding with a “block takeover” If you mean that.
- While waiting for that A.M.F. Opinions from the Believe Committee* Warner The requested „confidential information“ will not be handed over. WMG About Believe's finances. (It's easy to see why this is: If Believe's board* hands over this sensitive information, Warner will then be unable to oust the acquisition of the Radgayuri consortium, making Believe one of its major global rivals.) You would have had the finances hidden „internally“ in order to reduce the tangible profit to zero.);
- When Believe's board of directors* received a „binding proposal“ from the Ladegaillerie consortium, the consortium stated that „it is possible that one of the terms[of the two agreed upon terms]could be waived[of the transaction]“. did not mention it.“
(* Strictly speaking, the „Believe board“ described throughout this article is actually what is called an „ad hoc committee,“ meaning that it is personally responsible for doing the bidding of Lardgaillery and co.) An exclusive group of Believe directors who are not involved in the .We assumed that if you've read this far, you've already parsed enough information to ensure that today's news is safely slipped into the frontal lobes of your brain. (I decided to mention this warning only after it happened.)
Apparently, if AMF grants Lardgailley a „waiver,“ this story is over.
But instead, what if we cite the French „Principles for Tender Offers“?
This drama will still take some time to air.