The Ad-Hoc Committee has seized the AMF following Warner Music Group’s proposal and the consortium’s waiver of the condition precedent related to the favorable opinion of the Believe board of directors

The Ad-Hoc Committee has seized the AMF following Warner Music Group’s proposal and the consortium’s waiver of the condition precedent related to the favorable opinion of the Believe board of directors

Paris, 11 March 2024 – On 12 February 2024, a consortium formed by the EQT X fund, funds advised by TCV, and Mr Denis Ladegaillerie, acting through a dedicated entity (“BidCo”) has indicated to the Company that it would launch a tender offer (the “Offer”) on the shares of Believe (the “Company”) at a price per share of 15 euros, following the acquisition of blocks representing 71.92% of the share capital and 77.42% of the theoretical voting rights of the Company (the “Block Acquisitions”).

In its binding proposal to the Board of Directors of the Company (the “Board”) , BidCo provided that the Blocks Acquisitions and the ensuing Offer would be only subject to two conditions¹: (i) obtaining the necessary regulatory approvals (the “Regulatory Condition”); and (ii) the Board of Directors of Believe giving its unqualified positive recommendation of the Offer, notably following issuance of the independent expert report relating to the Offer stating that the take private Offer is fair from a financial standpoint, and consultation of the social and economic committee of Believe (the “Board Condition”). BidCo’s binding proposal to the Board did not mention that those conditions could be waived.

On 21 February 2024 Warner Music group (“WMG”) approached the Company to initiate discussions with respect to a potential combination of Believe with WMG and to obtain access to confidential information with a view to possibly making a more attractive offer to the Company and its shareholders. The Ad-Hoc Committee, seeking to assess whether WMG’s proposal could constitute an alternative to the Bidco offer on improved financial terms, asked WMG for certain clarification.

WMG indicated to the directors of Believe on February 27, 2024 that, at this stage, it could value Believe at a price of at least €17/share (coupon attached) based on currently available public information, restating that at this stage its approach did not constitute an offer or constitute any obligation to make an offer, nor did it evidence an intention to make an offer.

Following WMG’s approach, BidCo informed the Board of Directors of the Company on 28 February 2024 of its unilateral right to waive the Board Condition under the contracts for the Blocks Acquisition; and of its decision to waive such Condition. BidCo further indicated to the Board that, consequently, the Block Acquisitions remained subject only to the Regulatory Condition (relating to anti-trust clearances), which BidCo expected to obtain in a short timeframe.