Denis Ladegaillerie, backed by EQT and TCV, makes transfer to totally purchase Imagine

A consortium led by Imagine founder and CEO Denis Ladegaillerie has introduced plans to accumulate the remaining shares of the music firm from public shareholders – a technique or one other.

The consortium, which additionally contains the EQT X fund plus funds suggested by TCV, at the moment holds 96.65% of Imagine‘s share capital privately; the sub-4% the rest of Imagine’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 via a public buyout supply that values Imagine’s complete 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 Imagine’s 30-day volume-weighted common.

The supply will probably be filed with the AMF – France’s equal of the US Securities and Trade Fee – in the present day (April 16) and is predicted to formally open throughout the second quarter of 2025.

What if Upbeat Bidco’s new supply is rejected by any of Imagine’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.

Below this deliberate “squeeze-out”, affected shareholders must promote their inventory on the similar worth as the brand new public supply.

Upbeat Bidco’s new take-private supply comes about 10 months after the consortium gained majority management of Imagine, securing 94.99% of the corporate’s share capital via a €15-per-share takeover bid. That transaction valued Imagine at about €1.43 billion ($1.63 billion).

On the time, Imagine’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 Imagine. This means that EQT X owns round a 3rd of the fairness in Upbeat BidCo.

EQT, a world funding group with €269 billion ($305.5 billion) in whole belongings below administration, has elevated its publicity to music-related belongings. It has additionally invested in Epidemic Sound and expertise company UTA.

In the meantime, TCV, which focuses on know-how investments, says it has invested over $18 billion in additional than 350 tech firms and backed over 150 IPOs and strategic offers.

Imagine’s board has established an advert hoc committee comprising its three unbiased administrators — Orla Noonan, Anne-France Laclide-Drouin, and Cécile Frot-Coutaz — to judge the brand new Upbeat Bidco supply.

The committee has appointed monetary advisory agency Finexsi as an unbiased skilled, whereas Olivier Péronnet has been tapped to evaluate the equity of the bid.

In response, Imagine’s board “unanimously favorably welcomed” the buyout supply on Tuesday (April 15), though the deal remains to be topic to a evaluate of the supply’s monetary phrases primarily based on the report of an unbiased skilled.

The buyout supply comes 4 years after Imagine 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, Imagine had a market cap of €1.54 billion, primarily based on its inventory worth of €15.26, 22% under the corporate’s IPO worth of €19.50 in 2021.

Based in 2005 by Ladegaillerie, a former Vivendi govt, Imagine has reworked into a world digital music firm that provides a spread of companies following quite a lot of acquisitions throughout greater than 50 nations.

Maybe its best-known asset is DIY digital distribution platform TuneCore, which it acquired in 2015 for about $40 million.

Different manufacturers and subsidiaries embody rock and steel label Nuclear Blast, French indie document label Naïve, and distribution arm Groove Assault, amongst others. Imagine has 2,037 workers globally.

Music Enterprise Worldwide