On 3 June 2024, Lyra Bidco Limited, a newly-formed company indirectly wholly-owned by investment funds advised by affiliates of Blackstone Inc., announced a revised recommended cash acquisition of Hipgnosis Songs Fund Limited. The acquisition will be implemented by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended).
The revised offer comes after the initial offer was delayed, and the Competition and Markets Authority (CMA) confirmed it requires no further information on the acquisition at this stage. The acquisition remains subject to the satisfaction of the outstanding conditions.
The revised offer price is $1.31 in cash per Hipgnosis Share, representing a premium of approximately 49.2% to the closing price of 71 pence per Hipgnosis Share on 17 April 2024. The increase of $0.01 per Hipgnosis Share from the Acquisition Price to the Revised Offer Price has come about as a result of discussions between the Hipgnosis Board, Bidco Board, and their respective advisers and in part reflects Hipgnosis incurring lower adviser fees in respect of the transaction than previously expected.
The Panel on Takeovers and Mergers has granted its consent for the acquisition to be implemented by way of a scheme of arrangement under Part VIII of the Companies Law. Further details of the scheme, including expected times and dates for each of the Court Meeting, the General Meeting, and the relevant hearing at which the scheme would be sanctioned, will be set out in the Scheme Document.
The Revised Offer values Hipgnosis' entire issued, and to be issued, ordinary share capital at approximately $1,584 million (which is equivalent to £1,272 million based on the Announcement Exchange Rate). The Scheme Document and the forms of proxy accompanying the Scheme Document will be published as soon as practicable and, in any event, by no later than 14 June 2024.