Hipgnosis Songs Fund Limited has announced a recommended cash offer by Lyra Bidco Limited, a newly-formed company indirectly wholly-owned by investment funds advised by affiliates of Blackstone Inc. The acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008. The Bidco Board and Hipgnosis Board reached an agreement on the terms of the acquisition, with the Initial Offer to be effected by means of a takeover offer for the purposes of section 337 of the Companies Law.
The Bidco Board and the Hipgnosis Board have reached agreement on the terms of an increased and revised recommended all-cash acquisition by Bidco. The acquisition is subject to the satisfaction of outstanding conditions, including the approval of Scheme Shareholders at the Court Meeting and the approval of Hipgnosis Shareholders of the Resolution at the General Meeting, as well as the Court sanctioning the Scheme at the Court Hearing.
The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in respect of the acquisition has expired, satisfying Condition 3(b). The CMA has confirmed in writing that it requires no further information on the acquisition at this stage, satisfying Condition 3(a), provided that the CMA shall not have raised or otherwise indicated outstanding questions relating to the acquisition at the time all other conditions to the acquisition are satisfied.
The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. Hipgnosis expects that, subject to the satisfaction of the conditions, the Scheme will become effective on 29 July 2024.
The unaudited Operative NAV as at 31 March 2024 was $1.188 per Hipgnosis Share. Jefferies is the financial adviser to Bidco and Blackstone, while Teneo is the financial PR adviser to Bidco and Blackstone. Singer Capital Markets is the sole Rule 3 adviser, financial adviser, and corporate broker to Hipgnosis, and Shot Tower Capital LLCs is the valuer and strategic adviser to Hipgnosis. Kirkland & Ellis International LLP is acting as the legal adviser to Bidco and Blackstone in connection with the acquisition.