(April 7): Billionaire activist Bill Ackman has proposed a complicated deal for Universal Music Group NV, the world’s largest music company, which houses the likes of Taylor Swift, Drake and Sabrina Carpenter.
His investment firm Pershing Square Capital Management is pushing to combine UMG with a US-based acquisition vehicle that Ackman said would value the record label at €30.40 per share, or the equivalent of about €56 billion (US$64.7 billion or $83.1 billion). That’s a premium of 78% to the company’s closing share price on Thursday, before the offer was announced.
UMG shareholders who agree to the deal will get €9.4 billion in cash, equivalent to about €5.05 per share, plus 0.77 shares of the new company, Pershing Square said in a statement on Tuesday. Representatives for UMG and major shareholder Vivendi SE declined to comment.
The deal would force through a US listing that UMG has so far delayed. Ackman has sparred with UMG management, which last month postponed a plan to list shares in New York citing an uncertain market environment. The hedge fund manager is looking for ways to increase the company’s share price, and in a letter to UMG’s board on Tuesday, said the stock has been hit by an underutilised balance sheet and uncertainty.
“UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction,” Ackman said. Pershing Square’s proposals for allocating UMG’s resources and debt could generate €15 billion over the next five years for investments, acquisitions and share repurchases, he said.
UMG shares jumped 13% to €19.33 at 10:59am in Amsterdam after earlier jumping as much as 24%, the biggest intra-day gain since the shares were listed in 2021. Through last week, the company had lost 26% of its market value in the last 12 months and was valued at €31.4 billion when it last closed on Thursday.
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Uncertainty over what French billionaire Vincent Bolloré will ultimately do with his stake has also weighed on shares, Ackman said. The family’s Bolloré SE is UMG’s biggest shareholder with a more than 18% stake. His media holding, Vivendi, owns another 10%. China’s Tencent Holdings Ltd controls about 11%, according to data compiled by Bloomberg.
Unless Bolloré supports the move, the “proposal looks very much dead from the start,” Nicolas Marmurek, an analyst at M&A specialists Square Global, said in a note. “We doubt Bolloré will accept such terms, and had Bolloré been on board he would be recommending the transaction. This is very much a move by Pershing Square to put the proposal in front of shareholders.”
Ackman resigned from UMG’s board last year, citing other commitments.
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Bolloré orchestrated the spinoff and listing of UMG in Amsterdam in 2021, putting the most valuable part of his Vivendi media conglomerate on the public market. Bolloré has so far remained a discreet shareholder, and his son, Cyrille Bolloré, stepped down from UMG’s board last year.
As part of the transaction, Ackman proposed naming Michael Ovitz, the one-time Walt Disney Co president, as chairman along with two representatives from Pershing Square. The deal, which would merge UMG with Pershing Square SPARC Holdings, would move the record company’s primary stock listing from Amsterdam to the New York Stock Exchange, Pershing Square said. The deal would also cancel about 17% of UMG’s shares.
To fund the deal, Pershing Square said it will allocate €2.5 billion. The newly created company would take on an additional €5.4 billion in debt, and UMG would sell its holding in Spotify Technology SA for about €1.5 billion after paying taxes and compensating artists.
Uploaded by Magessan Varatharaja
