The boards of directors of Lyra Bidco Limited and Hipgnosis Songs Fund Limited have reached an agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Hipgnosis. The Acquisition will be implemented by way of a takeover offer for the purposes of section 337 of the Companies Law, with each Hipgnosis Shareholder entitled to receive $1.30 in cash for each Hipgnosis Share.
The GBP equivalent value of the Acquisition Price based on the Announcement Exchange Rate represents a premium of approximately 4.0 per cent. to the implied offer price of the Concord Revised Offer. The Acquisition values Hipgnosis' entire issued, and to be issued, ordinary share capital at approximately $1,572 million (which is equivalent to £1,262 million based on the Announcement Exchange Rate).
The terms of the Acquisition represent an attractive premium for Hipgnosis Shareholders over the terms of the Concord Revised Offer, and the Hipgnosis Directors unanimously consider the terms of the Acquisition to be fair and reasonable. Accordingly, the Hipgnosis Directors intend to recommend unanimously that Hipgnosis Shareholders should accept or procure the acceptance of the Offer.
Bidco will procure that a facility will be made available under which Hipgnosis Shareholders will be able to elect to receive the cash consideration in Sterling at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. If any dividend and/or other distribution is announced, declared, made or paid or becomes payable in respect of the Hipgnosis Shares with a record date prior to completion of the Acquisition, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Hipgnosis Shares by an amount up to the aggregate amount of such dividend and/or distribution.
In conclusion, the Acquisition of Hipgnosis Songs Fund Limited by Lyra Bidco Limited represents an important development for the company and its shareholders, with the terms of the Acquisition being deemed fair and reasonable by the Hipgnosis Directors.