Revised conditions of Bidco’s all-share purchase of Hipgnosis Songs Fund (SONG) are moving closer to fruition, according to a London Stock Exchange announcement published today (25 June), following a revised cash offer from Bidco for the beleaguered investment company.
On 3 June, Blackstone-owned Lyra Bidco Limited increased its cash offer for SONG to $1.31 per share, a $0.01 increase from the initial price agreed in April. The higher offer, which was agreed to following discussions between the boards, was partially due to Hipgnosis incurring lower-than-expected adviser fees.
According to QuotedData, this would amount to a premium of 49.2% compared to SONG’s closing share price of 71p on 17 April – the last business day before the offer period began.
Amid these board discussions, it was agreed the revised share price would be implemented via a court-sanctioned scheme of arrangement, subject to terms and conditions set out by SONG in a published circular on 14 June.
See also: Shot Tower Capital confirms Hipgnosis valuation amid damning due diligence report
According to today’s announcement, the applicable waiting period under the ‘Hart-Scott-Rodino Antitrust Improvements Act of 1976’ has now expired, satisfying a condition of the deal and meaning the acquisition has moved one step further towards completion.
However, the acquisition still hinges on a series of conditions published in SONG’s circular, as well as the approval of both scheme shareholders at the upcoming court meeting, and SONG shareholders at the general meeting. The court must also sanction the scheme at the hearing, which will take place on the 8 July at 10am. The general meeting will follow immediately afterwards, at 10.15am.
Should the acquisition be approved, the last day of dealings in the trust’s shares will be 26 July, with the suspension of listing SONG shares taking place at 7.30am on the 29 July.
