공시 • May 31
Pershing Square Capital Management, L.P. cancelled the acquisition of remaining 90% stake in Universal Music Group N.V. (ENXTAM:UMG) from Bolloré SE (ENXTPA:BOL), Vivendi SE (ENXTPA:VIV) and others.
Pershing Square Capital Management, L.P. signed a non-binding proposal to acquire remaining 90% stake in Universal Music Group N.V. (ENXTAM:UMG) from Bolloré SE (ENXTPA:BOL), Vivendi SE (ENXTPA:VIV) and others for €50.2 billion on April 7, 2026. A cash consideration valued at €5.05 per share will be paid by Pershing Square Capital Management, L.P. As part of consideration, Universal Music Group N.V.'s shareholders will receive a total of €9.4 billion in cash and 0.77 shares of New UMG stock for each share of UMG held estimated to be worth €30.40 per share. Alternatively, shareholders may elect to receive all cash, all stock, or a mix of stock and cash consideration, subject to proration. Upon completion, Pershing Square Capital Management, L.P. will own 100% stake in Universal Music Group N.V. UMG will merge with Pershing Square and the newly merged company will become a Nevada corporation (“New UMG”), listed on the New York Stock Exchange. New UMG will publish financial statements under U.S. GAAP and be eligible for S&P 500 and other index inclusion. The Transaction will enable the cancellation of 17% of UMG outstanding shares while preserving the company’s investment grade balance sheet and its long-term financial and strategic flexibility. New UMG will have 1.541 billion shares outstanding. The cash portion of the consideration will be funded with €2.5 billion from Pershing Square including €1.05 billion from SPARC’s rights holders, €5.4 billion in additional investment grade debt financing at New UMG (resulting in total debt of no more than 2.5 times Net Debt to Adjusted EBITDA) and €1.5 billion of net proceeds from the monetization of the company’s stake in Spotify, after taxes and net of the artists’ share of Spotify proceeds. All Transaction equity financing will be backstopped by Pershing Square and affiliates, and all debt financing will be committed at signing. As part of the Transaction, UMG’s board will be refreshed to include Michael Ovitz as Chairman and two representatives from Pershing Square in addition to members from the current UMG board.
The Transaction will be subject to only a limited number of customary closing conditions, which include: (1) approval of UMG’s and SPARC’s boards of directors, (2) a two-thirds vote in favor of the Transaction by UMG shareholders in attendance at a meeting, and (3) required regulatory approvals. SPARC common stock is currently 100% owned by Pershing Square who will vote to support the Transaction. The Transaction will also be subject to a new employment contract and compensation arrangement for Lucian Grainge and the creation of a new board of directors for New UMG that will include Michael Ovitz as Chairman and two Pershing Square affiliates in addition to members from the current UMG board. The transaction is expected to close by year-end 2026.
Sullivan & Cromwell LLP acted as legal advisor for Pershing Square Capital Management, L.P. Richard Brand of White & Case LLP acted as legal advisor for Pershing Square Capital Management, L.P. Stibbe N.V. acted as legal advisor for Pershing Square Capital Management, L.P. Jefferies LLC acted as financial advisor for Pershing Square Capital Management, L.P. Citibank, N.A., Investment Banking Arm acted as financial advisor, Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to UMG Board of Directors. De Brauw Blackstone Westbroek N.V. acted as legal advisor to UMG Board of Directors.
Pershing Square Capital Management, L.P. cancelled the acquisition of remaining 90% stake in Universal Music Group N.V. (ENXTAM:UMG) from Bolloré SE (ENXTPA:BOL), Vivendi SE (ENXTPA:VIV) and others on May 29, 2026. After careful review with the assistance of outside financial and legal advisors, the Board has rejected the proposal because it fundamentally and materially undervalues UMG and will not deliver superior value creation. The Board has heard from many of UMG’s shareholders and other stakeholders and believes there is a strong consensus supporting the Board’s decision.