Blackstone Europe LLP made an offer to acquire Hipgnosis Songs Fund Limited (LSE:SONG) for $1.5 billion on April 20, 2024. Blackstone Europe LLP reached an agreement to acquire Hipgnosis Songs Fund Limited (LSE:SONG) for $1.6 billion on April 29, 2024. Under the terms of offer, Blackstone Europe agreed to acquire entire issued and to be issued share capital of Hipgnosis at a price of $1.24 per Hipgnosis Share. A cash consideration valued at $1.3 per share will be paid by Blackstone Europe LLP. As part of consideration, an undisclosed value is paid towards common equity of Hipgnosis Songs Fund Limited. Under the terms of the Acquisition, each Hipgnosis Shareholder will be entitled to receive, for each Hipgnosis Share: $1.30 in cash. As of June 3, 2024, the Bidco Board and the Hipgnosis Board are pleased to announce that they have reached agreement on the terms and conditions of an increased and revised recommended cash acquisition (the "Revised Offer") by Bidco in respect of the Acquisition. Under the terms of the Revised Offer, each Hipgnosis Shareholder will be entitled to receive: for each Hipgnosis Share: $1.31 in cash. The Revised Offer values Hipgnosis' entire issued, and to be issued, ordinary share capital at approximately $1,584 million (which is equivalent to £1,272 million based on the Announcement Exchange Rate). The acquisition will be implemented by way of a takeover offer for the purposes of section 337 of the Companies Law. Bidco reserves the right to elect to implement the Acquisition by way of a Scheme as an alternative to the Offer, subject to the Panel's consent and the terms of the Cooperation Agreement. The Acquisition values Hipgnosis' entire issued, and to be issued, ordinary share capital at approximately $1,572 million (which is equivalent to £1,262 million based on the Announcement Exchange Rate). Bidco will procure that a facility will be made available under which Hipgnosis Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the cash consideration in Sterling (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Further details of this facility and the election by Hipgnosis Shareholders wishing to receive their cash consideration in Sterling will be set out in the Offer Document and the Form of Election. The cash consideration payable to Hipgnosis Shareholders under the terms of the Acquisition will be financed by an equity investment into Bidco from the Blackstone Funds. Upon the Scheme becoming Effective: (i) it will be binding on all Hipgnosis Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Hipgnosis Shares will cease to be valid and entitlements to Hipgnosis Shares held within the CREST system will be cancelled. The cash consideration payable to Hipgnosis Shareholders under the terms of the Revised Offer will be financed by an equity investment into Bidco from the Blackstone Funds. Bidco will procure the repayment of Hipgnosis' existing debt facility arrangements on completion of the Acquisition. Following completion of the Acquisition, and subject to the strategic evaluation described below, Bidco's primary intention is that the Hipgnosis Group will be integrated with Blackstone's existing music rights investment portfolio company, Hipgnosis Songs Assets, but Blackstone may continue to hold Hipgnosis as a standalone investment depending on the outcome of such strategic evaluation. In addition, it is expected that, following completion of the Acquisition, Bidco will undertake an internal group reorganisation of the Hipgnosis Group to simplify the corporate structure. Following completion of the Acquisition, Bidco intends to build on its confirmatory due diligence exercise and continue to work with HSM to formulate a detailed strategy for the Hipgnosis Group and its business as well as its locations of business. This will include determining the basis of any internal group reorganisation to rationalise the corporate structure of the Hipgnosis Group in light of the significant number of subsidiary entities within the Hipgnosis Group as the corollary of a series of acquisitions of holding companies in the process of growing the Hipgnosis Group's portfolio of song rights.

The Offer will be conditional on, among other things, such as approvals from Anti-trust Competition, United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Markets Authority and regulatory clearances and valid acceptances being received (and not validly withdrawn) by not later than on the unconditional date (or such later time(s) and/or date(s) as Bidco may, with the consent of the Panel, decide) in respect of such number of Hipgnosis Shares as shall, when aggregated with any Hipgnosis Shares acquired or unconditionally agreed to be acquired (whether pursuant to the Offer or otherwise) by Bidco, represent Hipgnosis Shares carrying not less than 55% of the voting rights then exercisable at a general meeting of Hipgnosis Shareholders. he Board is pleased to unanimously recommend this $1.6 billion Offer for Hipgnosis from Blackstone. The Acquisition is currently expected to complete during the third quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions. As of June 25, 2024, Hipgnosis Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Hipgnosis Shareholders vote in favour of the Resolution. The Scheme will become Effective on July 29, 2024. As of June 25, 2024, Blackstone announced that it will not raise its offer.

Philip Noblet, Chris Cottrell, Harry Le May and Stuart Klein of Jefferies International Limited acted as financial adviser and Francesca Storey-Harris, Aprajita Dhundia and David Higgins, Seth Traxler and Rory Wellever of Kirkland & Ellis International LLP is acting as legal adviser to Blackstone Europe in connection with the Acquisition. Ogier (Guernsey) LLP is acting as Guernsey legal adviser to Blackstone Europe. James Moat, Alaina Wong, Sam Butcher and Jalini Kalaravy of Singer Capital Markets Advisory LLP acted as financial advisor and provided fairness opinion to Directors of Hipgnosis. Computershare Investor Services (Guernsey) Limited acted as transfer agent to Hipgnosis. Nick McCarthy, Andrew Millar, Shoosmiths LLP is acting as UK legal adviser and Tony Lane Carey Olsen (Guernsey) LLP is acting as Guernsey legal adviser to Hipgnosis. Mark Curtis of Simmons & Simmons is advising Jefferies on Blackstone?s $1.57 billion Hipgnosis deal.