Hipgnosis Songs Fund Limited has announced a recommended cash offer from Concord Chorus Limited, an entity indirectly controlled by Alchemy Copyrights, LLC, trading as Concord, to acquire the entire issued and to be issued share capital of Hipgnosis. The acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law. Under the terms of the acquisition, Scheme Shareholders will receive US$1.16 in cash for each Scheme Share, with the potential for additional contingent consideration of up to US$25 million.
The cash consideration values the entire issued and to be issued ordinary share capital of Hipgnosis at approximately US$1,402.7 million, representing a premium to the closing price and the six-month volume weighted average price per Hipgnosis Share. Concord, with a proven track record of strategic acquisitions and catalogue expansion, sees Hipgnosis' assets as complementing its long-standing objective to acquire high-quality and long-term music assets. Concord intends to implement the acquisition with the support of its long-term financing partner, Apollo Global Management, Inc.
Following completion of the acquisition and a short transition period, it is expected that Concord will take over the management of Hipgnosis' assets. The Hipgnosis Directors have recommended the acquisition as an attractive opportunity for Hipgnosis Shareholders to immediately realize value.