Blackstone Europe LLP, acting as sub-advisor to the Blackstone Funds, has made a series of proposals regarding a possible offer for the entire issued and to be issued share capital of Hipgnosis Songs Fund Limited. Blackstone has confirmed that it has made an improved fourth proposal to acquire the entire issued and to be issued share capital of Hipgnosis at a price of $1.24 per share in cash. This comes after Concord Chorus Limited's firm offer on 18 April 2024 to acquire the entire issued and to be issued share capital of Hipgnosis at $1.16 per share.
Blackstone strongly encourages the Board of Hipgnosis to recognize the significant increase in value available to all shareholders under the terms of its Fourth Proposal, over the $1.16 as set out in the Concord Offer, and to work with Blackstone to reach agreement on a unanimously recommended Firm Offer in an expeditious manner. Blackstone notes that under the terms of the investment advisory agreement between Hipgnosis Song Management Limited and Hipgnosis, on termination of the agreement, Hipgnosis Song Management Limited has an option to purchase from Hipgnosis the entire portfolio of songs held at the termination date.
Blackstone and its portfolio company, having taken extensive legal advice, remain confident in the enforceability of the Option. They are seeking to find a positive outcome for all shareholders at a fair and reasonable value. In accordance with paragraph 4(c) of Appendix 7 of the Code, the Takeover Panel will set the date by which Blackstone must clarify its intentions with regard to any offer for Hipgnosis.
The release, publication, or distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any person who is subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws or regulations of the relevant jurisdictions. Jefferies International Limited is acting as the financial adviser to Blackstone.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.