Believe intends to acquire the few remaining shares it does not own through a public buyout offer or “assimilation,” the company announced Wednesday (April 16). The offer will be launched by an entity named Upbeat BidCo that’s controlled by CEO Denis Ladegaillerie and private equity funds EQT and TCV.
Upbeat BidCo, which owns 96.7% of Believe’s outstanding shares, will offer 15.30 euros ($17.40) per share for the remaining 3.3% of share capital. The bid represents a 1.2% premium over the previous day’s closing price of 15.12 euros ($17.20).
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03/13/2025The offer will be filed on Wednesday. Subject to clearance by the Autorité des Marchés Financiers (AMF), France’s securities commission, it’s expected to begin in the second quarter of 2025. After the closing of the bid, Upbeat BidCo will implement a “squeeze-out,” in which an acquiring company uses various tactics to pressure non-tendering shareholders to accept the buyout offer.
Believe’s board of directors has established an ad hoc committee consisting of three independent directors: Orla Noonan, Anne-France Laclide-Drouin and Cécile Frot-Coutaz. According to the press release, the committee will “monitor and facilitate the work of the independent expert, and to prepare a draft reasoned opinion on the merits of the offer and its consequences for Believe, its shareholders and its employees.”
On Tuesday (April 15), Believe’s board of directors unanimously welcomed Upbeat BidCo’s intent to file the public buyout offer based on a preliminary recommendation of the ad hoc committee.
The Paris-based company was publicly traded for three years before a consortium led by Ladegaillerie, EQT and TCV took the company private in 2024 with a buyout offer of 15.00 euros ($17.06). The consortium did not squeeze out the remaining shareholders, however, and the small float remains trading on the Euronext Paris stock exchange.
Buying the remaining shares won’t come with much of a premium. Since the tender offer closed in June 2024, Believe’s shares have traded in a narrow band, reaching a high of 16.00 euros ($18.20) and a low of 13.70 euros ($15.58). Earlier this year, Believe shares had gained 5.0% before the announcement. On Wednesday, Believe rose 0.9% to 15.26 euros ($17.36), just below the 15.30 euros offer price.
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