The brand new possession construction of Imagine is taking form.
The corporate confirmed right this moment (June 24) that 94.99% of its share capital is now owned by a consortium consisting of EQT X, TCV, and Imagine founder Denis Ladegaillerie.
The Ladegaillerie consortium provided EUR €15 per share in its takeover bid; Imagine’s public shareholders had till Friday (June 21) to just accept or reject that bid.
Ladegaillerie’s consortium had beforehand secured the acquisition of 71.92% of Imagine by way of a ‘Block Acquisition’ at this value from current shareholders: 59.46% from TCV Luxco BD S.à r.l., Ventech and XAnge; plus Ladegaillerie’s 12.5% stake.
In complete, Ladegaillerie and co have now acquired 95,664,105 shares at a price of EUR €1.43 billion (round USD $1.54 billion at present change charges).
That stated, two events within the new consortium—Ladegaillerie and TCV—have successfully acquired shares from themselves by way of that ‘Block Acquisition’.
The Ladegaillerie consortium’s bid values Imagine’s total share capital at roughly €1.51 billion ($1.62bn).
EQT has beforehand stated that, by way of its stake within the Ladegaillerie consortium, it expects to be “30-35% invested” in Imagine; this means that EQT X owns round a 3rd of the fairness within the consortium (‘Upbeat Bidco’).
Discussing the acquisition of the consortium’s 94.99% of Imagine’s shares, Denis Ladegaillerie stated right this moment: “Following the pleasant takeover bid we initiated, the Consortium now holds 95% of Imagine’s capital.
“Our shareholders have overwhelmingly determined to tender their shares to the supply, resulting in an actual success! With enhanced monetary agility and the confirmed experience of the Consortium members, the group is now finest geared up to realize our collective objective: to make Imagine the worldwide chief in impartial music, serving artists and labels worldwide.”
An fascinating quirk of the brand new possession construction (as you’ll be able to see above): It leaves 5.01% of shares as ‘free float’ on the Euronext public market.
In keeping with Euronext’s FAQs (see beneath), the inventory change requires every firm to drift a share capital of not less than 5% of their agency (as long as that 5% is price greater than €5 million).
In different phrases, it appears not less than doable that the 5.01% of public shareholders who haven’t accepted Ladegaillerie and co’s €15-per-share supply may but be permitted to proceed to carry/commerce their shares on the Paris Euronext.
Aligned with this new shareholding construction and Ventech promoting its total share in Imagine, the corporate’s board of administrators has seen some modifications.
Becoming a member of Imagine’s board as a consultant of EQT X is Andrew Fisher.
Fisher is the previous CEO of Shazam, a part of what Imagine calls Fisher’s “in depth expertise within the music trade”.
Fisher’s ratification onto Imagine’s board shall be submitted to the vote of the corporate’s AGM subsequent yr in 2025.
Imagine’s board of administrators has additionally appointed two observers, Michael Kalfayan (Normal Companion at TCV) and Nicolas Brugère (Companion at EQT, Head of France & Benelux).
Earlier this yr, Warner Music Group made a competing $1.8 billion strategy to probably purchase Imagine, however this finally fell by way of.
Warner had thought-about making a EUR €17-per-share-plus supply to accumulate Imagine however determined to not pursue it in April.
Ladegaillerie’s consortium initially launched its supply for Imagine in February.
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