Believe: Upbeat BidCo Announces Plans for Mandatory Squeeze-Out Offer
Deal News | Apr 16, 2025 | Globenewswire
Upbeat BidCo, the majority shareholder of Believe, has announced its intention to initiate a public withdrawal offer followed by a mandatory squeeze-out offer on the shares it does not own. The offer price is set at 15.30 euros per share, which represents premiums of +2.9%, +4.4%, +7.5%, and +6.0% over respective 30, 60, 120, and 180-day average weighted prices as of April 14, 2025. Currently holding 96.65% of Believe's capital and 95.42% of the voting rights, Upbeat BidCo plans to file the offer with the French financial markets authority, AMF. The board of Believe, having formed an ad hoc committee of independent directors, has provisionally approved the proposal, pending review by independent expert Finexsi. The offer, facilitated by EQT and advised by TCV, is poised to proceed upon AMF's approval and is expected to formally open in Q2 2025. Upbeat BidCo intends a compulsory buyout if the minority shareholders hold less than 10% of the company’s capital and voting rights. This strategic move is conditioned on local regulatory permissions for shareholders abroad.
Sectors
- Music Digital Distribution
- Private Equity
Geography
- France – Believe is listed on Euronext Paris and the offer is subject to French market authority regulations.
Industry
- Music Digital Distribution – Believe operates in the music digital distribution market, providing technological solutions for artists and labels.
- Private Equity – Upbeat BidCo is controlled by EQT X, a private equity firm, which specializes in investment into various sectors including digital music.
Financials
- 15.30 euros per share – The offer price for the shares of Believe.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Believe | Target Company | Company | A global leader in digital music market, supporting independent artists and labels. |
| Upbeat BidCo | Bidding Company | Company | Majority shareholder of Believe, planning to execute a squeeze-out offer. |
| EQT X | Investor | Company | A fund controlling Upbeat BidCo, focusing on long-term investments in various sectors. |
| TCV | Advisor | Company | An investment firm advising Upbeat BidCo, providing strategic support. |
| Finexsi | Independent Expert | Company | Provider of financial advisory, responsible for conducting the fairness opinion on the offer. |
| Denis Ladegaillerie | Founder & CEO of Believe | Person | Founder and CEO involved in the strategic decisions of Believe. |
| AMF (Autorité des marchés financiers) | Regulatory Authority | Government | The financial markets regulator in France. |