In a significant move in the financial landscape, Upbeat BidCo, the majority shareholder of Believe, has announced its intention to initiate a public buy-out offer. This offer, termed a "retrait obligatoire" or squeeze-out, aims to acquire all remaining shares of Believe that Upbeat BidCo does not already hold.

The proposed offer price stands at 15.30 per share. This figure represents substantial premiums for investors, with increases of 2.9%, 4.4%, 7.5%, and 6.0% over the 30-day, 60-day, 120-day, and 180-day volume-weighted average prices, respectively, calculated as of April 14, 2025.

Located in Paris, on April 16, 2025, Upbeat BidCo publicly declared its intent to file the buy-out offer with the French Financial Markets Authority (AMF). The offer is being launched by Upbeat BidCo, which is controlled directly by Denis Ladegaillerie, the founder and CEO of Believe. The company is also indirectly supported by Upbeat MidCo S. r.l., a business entity under the management of EQT X fund and TCV. Currently, Upbeat BidCo holds approximately 96.65% of Believes share capital, which translates to about 95.42% of the voting rights.

In preparation for this significant financial transaction, the Board of Believe has established an ad hoc Committee. This committee comprises three independent directors: Orla Noonan, Anne-France Laclide-Drouin, and Ccile Frot-Coutaz. Their role is critical as they will monitor the process and assist the independent expert appointed to review the offer and provide a reasoned opinion regarding its implications for Believe's shareholders and employees.

On April 15, 2025, the Board of Believe received a preliminary recommendation from its ad hoc Committee. In response, they unanimously expressed their favorable stance towards Upbeat BidCos public buy-out offer, contingent upon a detailed review of the offers financial specifics, primarily informed by the expert assessment.

To ensure impartiality and thorough evaluation, the ad hoc Committee has selected Finexsi - Expert & Conseil Financier, with Mr. Olivier Pronnet as the representative expert. This firm is tasked with drafting a report that will provide a fairness opinion on the financial terms of the offer and assess any potential arrangements that could impact the equitable treatment of all shareholders involved.

The submission of the offer to the AMF is expected to occur today, and, pending regulatory approval, the offer is likely to be open for acceptance during the second quarter of 2025.

After the completion of the buy-out offer, Upbeat BidCo plans to execute the squeeze-out. This step is anticipated because minority shareholders account for less than 10% of Believe's total capital and voting rights. Consequently, these shareholders will receive compensation at the offered price during the squeeze-out process.

Disclaimer: This announcement is intended solely for information purposes and does not constitute a solicitation to purchase or sell Believe shares in any jurisdiction, including France. The availability of the public buy-out offer will depend on compliance with local laws applicable to shareholders.

The release of this information may be subject to specific regulations in certain countries. Consequently, individuals receiving this announcement must ensure compliance with any applicable local restrictions.

About EQT: EQT is a globally recognized investment organization managing 269 billion in total assets, with 136 billion in fee-generating assets across two main segments: Private Capital and Real Assets. EQT invests in various portfolio companies across Europe, Asia-Pacific, and the Americas, facilitating their sustainable growth and operational excellence.

About TCV: TCV is a prominent investment firm that focuses on investing in transformative technology companies worldwide. Established in 1995, TCV has committed over $18 billion to more than 350 tech firms, facilitating numerous IPOs and strategic acquisitions.

About Believe: Believe ranks among the foremost digital music companies globally and is dedicated to empowering independent artists and labels. With a team of over 2,000 experts operating in more than 50 countries, Believe leverages its technology platform to support growth through various brands, including TuneCore, Nuclear Blast, and more. Believe is publicly traded on Euronext Paris under the ticker symbol BLV.