A consortium led by Consider founder and CEO Denis Ladegaillerie has introduced plans to accumulate the remaining shares of the music firm from public shareholders – a method or one other.
The consortium, which additionally contains the EQT X fund plus funds suggested by TCV, presently holds 96.65% of Consider‘s share capital privately; the sub-4% the rest of Consider’s inventory is held by public shareholders on the Paris Euronext.
The Ladegaillerie consortium (‘Upbeat Bidco’) is now shifting to delist the Paris-listed agency by way of a public buyout supply that values Consider’s total share capital at about EUR €1.54 billion (USD $1.75 billion).
This supply, of €15.30 per share, represents a 2.9% premium over Consider’s 30-day volume-weighted common.
The supply will probably be filed with the AMF – France’s equal of the US Securities and Change Fee – as we speak (April 16) and is predicted to formally open in the course of the second quarter of 2025.
What if Upbeat Bidco’s new supply is rejected by any of Consider’s public shareholders?
In that case, Ladegallerie’s group plans to function a “squeeze-out” below French monetary legal guidelines, forcing remaining shareholders to promote their stakes.
Underneath this deliberate “squeeze-out”, affected shareholders must promote their inventory on the identical value as the brand new public supply.
Upbeat Bidco’s new take-private supply comes about 10 months after the consortium gained majority management of Consider, securing 94.99% of the corporate’s share capital by way of a €15-per-share takeover bid. That transaction valued Consider at about €1.43 billion ($1.63 billion).
On the time, Consider’s possession construction confirmed that the corporate nonetheless had 5.01% of its shares as ‘free float’ on the Euronext public market.
EQT beforehand mentioned 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 in Upbeat BidCo.
EQT, a worldwide funding group with €269 billion ($305.5 billion) in complete property below administration, has elevated its publicity to music-related property. It has additionally invested in Epidemic Sound and expertise company UTA.
In the meantime, TCV, which focuses on expertise investments, says it has invested over $18 billion in additional than 350 tech firms and backed over 150 IPOs and strategic offers.
Consider’s board has established an advert hoc committee comprising its three impartial administrators — Orla Noonan, Anne-France Laclide-Drouin, and Cécile Frot-Coutaz — to guage the brand new Upbeat Bidco supply.
The committee has appointed monetary advisory agency Finexsi as an impartial skilled, whereas Olivier Péronnet has been tapped to evaluate the equity of the bid.
In response, Consider’s board “unanimously favorably welcomed” the buyout supply on Tuesday (April 15), though the deal remains to be topic to a overview of the supply’s monetary phrases based mostly on the report of an impartial skilled.
The buyout supply comes 4 years after Consider debuted in Paris in 2021 following its €300 million ($340.7 million) IPO, which implied a market capitalization of about €1.9 billion ($2.2 billion) earlier than the train of the over-allotment possibility.
As of Wednesday, Consider had a market cap of €1.54 billion, based mostly on its inventory value of €15.26, 22% under the corporate’s IPO value of €19.50 in 2021.
Based in 2005 by Ladegaillerie, a former Vivendi govt, Consider has remodeled into a worldwide digital music firm that provides a spread of companies following numerous acquisitions throughout greater than 50 international locations.
Maybe its best-known asset is DIY digital distribution platform TuneCore, which it acquired in 2015 for about $40 million.
Different manufacturers and subsidiaries embrace rock and steel label Nuclear Blast, French indie file label Naïve, and distribution arm Groove Assault, amongst others. Consider has 2,037 staff globally.
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