Concord Bidco, an entity indirectly controlled by Alchemy Copyrights, LLC, trading as Concord, has announced an increased cash offer of US$1.25 per Hipgnosis Share for the acquisition of HIPGNOSIS SONGS FUND LIMITED. This offer comes after the initial agreement between the two parties and a possible counter-offer from Blackstone Europe LLP. The Hipgnosis Board has unanimously recommended the Increased Concord Offer, believing it to be in the best interests of the shareholders.
The Increased Concord Offer values the entire issued and to be issued ordinary share capital of Hipgnosis at approximately US$1,511.5 million, representing an increase of approximately 7.8 per cent to the offer value under the Original Concord Offer. The offer also represents a premium of 42.6 per cent to the Closing Price of £0.71 on 17 April 2024, 47.3 per cent to the six-month volume weighted average price per Hipgnosis Share of £0.68 to 17 April 2024, and 12.4 per cent to Hipgnosis' Adjusted 30 September 2023 Operative NAV per Hipgnosis Share of US$1.11.
The Hipgnosis Directors, advised by Singer Capital Markets, unanimously consider the terms of the Increased Concord Offer to be fair and reasonable. They intend to recommend unanimously that Scheme Shareholders vote in favor of the Scheme at the Court Meeting and that Hipgnosis Shareholders vote in favor of the Resolution at the General Meeting. The Hipgnosis Directors have also irrevocably undertaken to do so in respect of their own beneficial holdings totaling in aggregate 327,796 Hipgnosis Shares, representing approximately 0.03 per cent. of the issued share capital of Hipgnosis as at the close of business on 24 April 2024.