In April, a consortium led by Believe founder and CEO Denis Ladegaillerie confirmed plans to acquire the remaining shares of the music company from public shareholders.
The consortium, which also includes the EQT X fund plus funds advised by TCV, currently holds 96.65% of Believe‘s share capital privately; the sub-4% remainder of Believe’s stock is held by public shareholders on the Paris Euronext.
At the time (in April), the Ladegaillerie consortium (‘Upbeat Bidco’) moved to delist the Paris-listed firm through a public buyout offer of €15.30 per share, valuing Believe’s entire share capital at about EUR €1.54 billion (USD $1.75 billion).
Now, Upbeat Bidco has significantly upped its bid for those remaining shares.
According to a press release issued by Believe today (June 5), the Ladegaillerie consortium has decided to increase the price of its offer to €17.20 per Believe share.
According to MBW’s calculations, the new offer values Believe at approximately EUR €1.73 billion, or USD $ 1.98 billion at current exchange rates.
That offer reflects premiums of +12.6%, +13.1%, +17.5% and +17.6% respectively, compared to the volume-weighted average prices over the last 30, 60, 120, and 180 days as of June 2, 2025.
Believe announced today that financial advisory firm Finexsi has issued a report concluding that the Offer price of €17.20 per Believe share is fair from a financial perspective.
Finexsi was acting as an independent expert, as appointed by the Board of Believe on the recommendation of the Ad Hoc Committee.
As reported in April, Believe’s board established an ad hoc committee comprising its three independent directors — Orla Noonan, Anne-France Laclide-Drouin, and Cécile Frot-Coutaz — to evaluate the Upbeat Bidco offer.
Following the conclusions published in the Finexsi report and a “unanimously favorable recommendation of the Ad Hoc Committee,” Believe says its Board “issued a favorable reasoned opinion on the proposed offer by a unanimous vote” that the company’s minority shareholders should “tender their shares to the offer.”
The filing notes that only independent directors participated in this vote and that the other directors (namely Denis Ladegaillerie, Andrew Fisher, and John Doran) “being connected to the Offeror” – i.e. Upbeat Bidco, did not take part in the deliberations or the vote.
According to Believe’s announcement, the company’s Board of Directors is of the view that the increased Offer “is in the interests of minority shareholders by allowing them to obtain immediate liquidity for all of their shares at a price of €17.20 per share”.
Believe’s Board is also of the view that the increased offer “was in the interests of the company and its employees, as it would enable [Believe] to pursue its development plan without changing its business model or its salary and human resources management policy”.
“The Board of Directors of Believe considered in particular that the increased Offer is in the interests of minority shareholders by allowing them to obtain immediate liquidity for all of their shares at a price of 17.20 euros per share.”
Even if Upbeat Bidco’s increased offer is rejected by any of Believe’s public shareholders, Ladegaillerie’s consortium plans to operate a “squeeze-out” under French financial laws, forcing remaining shareholders to sell their stakes.
Under this planned “squeeze-out”, affected shareholders would have to sell their stock at the same price as the new public offer.
The press release issued today noted that the new offer, reflecting the increased offer price of €17.20 per share, “will be filed shortly” with the AMF – France’s equivalent of the US Securities and Exchange Commission.
A draft of Believe’s response document, including the opinion of the Board of Directors and the report compiled by Independent Expert Finexsi will also be filed with the AMF.
Upbeat Bidco’s increased take-private offer comes about a year after the consortium gained majority control of Believe, securing 94.99% of the company’s share capital through a €15-per-share takeover bid. That transaction valued Believe at about €1.43 billion ($1.63 billion).
At the time, Believe’s ownership structure showed that the company still had 5.01% of its shares as ‘free float’ on the Euronext public market.
EQT previously said that, via its stake in the Ladegaillerie consortium, it expects to be “30-35% invested” in Believe. This implies that EQT X owns around a third of the equity in Upbeat BidCo.
EQT, a global investment organization with €269 billion ($305.5 billion) in total assets under management, has increased its exposure to music-related assets. It has also invested in Epidemic Sound and talent agency UTA.
Meanwhile, TCV, which focuses on technology investments, says it has invested over $18 billion in more than 350 tech companies and backed over 150 IPOs and strategic deals.
The buyout offer comes four years after Believe 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) before the exercise of the over-allotment option.
As of Thursday (June 5), Believe had a market cap of €1.72 billion, based on its stock price of €17.10.
Founded in 2005 by Ladegaillerie, a former Vivendi executive, Believe has transformed into a global digital music company that offers a range of services following a number of acquisitions across more than 50 countries.
Perhaps its best-known asset is DIY digital distribution platform TuneCore, which it acquired in 2015 for about $40 million.
Other brands and subsidiaries include rock and metal label Nuclear Blast, French indie record label Naïve, and distribution arm Groove Attack, among others.
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