Photo Credit: Hipgnosis Songs Fund
Let the bidding war continue: After Concord put up an improved offer of $1.51 billion for Hipgnosis Songs Fund (HSF) – and began purchasing shares from investors – Blackstone has officially come back with a $1.57 billion bid.
Blackstone (the majority owner of Hipgnosis Song Management) and HSF formally announced this latest all-cash offer, to be executed specifically through a takeover, today. Made via Blackstone’s newly formed “Lyra Bidco,” the proposal would pay the publicly traded songs fund’s investors $1.30 per share.
And as Blackstone/Lyra emphasized, that’s four percent above Concord’s aforementioned revised offer and close to 50 percent more than HSF stock’s per-share price before the acquisition battle initiated.
Predictably, HSF’s revamped board has unanimously recommended that shareholders accept the nearly $1.6 billion offer over Concord’s prior bid. Should the newer deal go through – Hipgnosis stock is trading at approximately $1.32 per share, implying that investors might be banking on additional bids yet – Blackstone would also assume HSF’s sizable debt facility.
“The Board is pleased to unanimously recommend this US$1.6 billion Offer for Hipgnosis from Blackstone,” HSF chair Robert Naylor said in a statement. “Since we started our strategic review, we have been clearly focused on looking at all the options to deliver shareholder value. We are delighted that, following competitive interests in acquiring Hipgnosis, our investors now have a chance to immediately realise their holding at an increased premium.”
Regarding the differences for HSF between inking a deal with Concord and Blackstone, the latter’s Hipgnosis Song Management possesses a “call option” that would ostensibly enable it to acquire the songs fund’s holdings in several situations.
Public comments strongly suggested that activating this call option – and possibly kicking off a legal dispute – could be in the cards for Blackstone. To be sure, it was only this past Thursday that delivered a terse statement from the SESAC owner: “Blackstone strongly advises Hipgnosis shareholders to take no action and is considering its options,” the entity said. “A further announcement will be made in due course.”
That due-course announcement has arrived, and needless to say, settling on a deal here would prevent a protracted courtroom confrontation. Additionally, Concord, already equipped with a robust team, estimated that it would terminate 55 to 65 percent of existing roles for Hipgnosis’ 34 employees; Blackstone/Lyra, on the other hand, “has no intentions to reduce headcount of the Hipgnosis Group.”
Post-acquisition, Blackstone/Lyra also “intends to align the conditions of employment of Hipgnosis’ management with those in place in respect of other Blackstone portfolio companies,” besides “fully” safeguarding “the existing contractual and statutory employment rights of all Hipgnosis Group employees,” per the takeover-proposal text.
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