Warner Music Has a Plan to Acquire Believe

Warner Music issued a formal notice on Thursday disclosing its interest in acquiring the French digital music company Believe, a surprise move that would entail outbidding an earlier effort by a consortium led by the firm’s founder and CEO.

The announcement, made before the opening of the Euronext Paris stock exchange, where Believe is listed, outlines a planned bid of “at least” 17 euros per share, which would value the company at roughly 1.65 billion euros ($1.8 billion). A bid announced Feb. 12 from Believe chief Denis Ladegaillerie and investment funds EQT and TCV valued the company at 1.523 billion euros, based on a price of 15 euros per share.

The U.S.-based label group was responding to a March 1 announcement made by Believe that its board of directors had approved Ladegaillerie’s path to taking the company private — a statement that also said there had been another “interested party” in acquiring Believe that was requesting due diligence information ahead of a possible formal bid. WMG said it is currently waiting for that documentation, which was requested Feb. 27.

Though a formal proposal has not been made, WMG argued that aside from offering more “attractive” terms than the consortium (including a possibly cash-only transaction), it could “provide Believe with strategic support and financial stability to help the development and growth of the Company, including by accelerating its expansion into new geographies.”

Investors in Europe responded positively to WMG’s potential offer, sending Believe’s shares up more than 5 percent in trading today. The company, which owns TuneCore and labels such as Groove Attack and Naïve, began trading on the Paris Euronext exchange in June 2021. WMG’s stock is down almost 5 percent in morning trading on Nasdaq.

The Ladegaillerie-led consortium’s bid entails assembling a majority of the company’s shares though various transactions before making a tender offer for the outstanding shares at 15 euros apiece. The group said March 1 that it would waive board conditions related to the block acquisitions and launch the tender offer for the remaining shares following the acquisition of 71.92% of share capital of the company.

WMG said the consortium decided to waive board conditions after being made aware of its potential bid and “considers that such a waiver violates a number of rules of French securities regulations which are meant to protect shareholders (including the sellers and their investors) and the company, and that the validity of such waiver could be challenged.”