Denis Ladegaillerie, EQT X a fund managed by EQT AB (publ) (OM:EQT) and TCMI Inc. agreed to acquire 71.92% stake in Believe S.A. (ENXTPA:BLV) from Xange Private Equity, S.A., Ventech Capital III a fund managed by Ventech SA, Tcv Luxco Bd S.À R.L. and Denis Ladegaillerie for ?1.04 billion on February 11, 2024. BidCo would acquire from TCV Luxco BD S.à r.l., XAnge and Ventech, historical shareholders of Believe, the shares they own in Believe?s capital, representing respectively 41.14%, 6.29% and 12.03% of the capital and 42.85%, 3.93%, and 15.05% of the voting rights. In addition, it is contemplated that Denis Ladegaillerie, the founder, would contribute a portion of his Company shares to BidCo (representing 11.17% of the share capital) and sell the remaining portion (representing 1.29% of the share capital) to BidCo, representing in the aggregate 12.46% of the share capital and 15.59% of the voting rights of the Company. The Consortium has also obtained from other shareholders of the Company undertakings to tender their shares in the Offer. These acquisitions would be completed following the receipt of required regulatory approvals, the issuance of a fairness opinion from the independent expert confirming the fairness of the take private offer and the issuance by the Company?s board of directors (the ?Board?) of its recommendation with respect to the Offer, following consultation of the Company?s works council. Following these acquisitions, the Consortium would file a mandatory tender offer, at a price of ?15 in cash, for the remaining shares of Believe outstanding at the time and, if the legal conditions are met at the end of the offer, will request the implementation of a squeeze-out procedure. On February 11, 2024, the Board of Directors of Believe unanimously welcomed the proposed transaction, without prejudice to the reasoned opinion to be issued by the Board following the submission of the report of the independent expert. As announced on March 1, 2024, BidCo has informed the Board of Directors of Believe on 28 February 2024 of its decision to waive the Board Condition that Board of directors on the Offer recommending the shareholders to tender their shares and that, consequently, the Block Acquisitions remained subject only to the Regulatory Condition (relating to antitrust clearances), which BidCo expects to obtain in a short timeframe. Following completion of the Block Acquisitions, the Consortium would file a mandatory tender offer, at a price of ?15 in cash, for the remaining shares of Believe outstanding at the time and, if the legal conditions are met at the end of the offer, will request the implementation of a squeeze-out procedure. Completion of the Block Acquisitions is expected to take place during the second quarter of 2024, and the filing of the subsequent Offer shortly thereafter. As of March 7, 2024, Warner Music Group (?WMG?) had publicly announced its interest with respect to a potential combination of WMG and Believe, where WMG could value Believe at a price of at least ?17 per share. The Board of Directors has requested that WMG submits its Binding Offer no later than April 7, 2024. As of April 6, 2024, the Ad-Hoc Committee of Believe has taken note of Warner Music Group?s decision not to submit a binding offer for a combination with Believe. The Ad-Hoc Committee will review the situation with all interested parties (including the Consortium composed of EQT, TCV and Mr Denis Ladegaillerie, as well as the historical shareholders of Believe ) to determine next steps in relation to the possible evolution of the Company?s control and will inform the market accordingly. As of April 11, 2024, The Ad-Hoc Committee reminds that the Block Acquisitions and the ensuing Offer remain subject to the Board of Directors of Believe giving its reasoned opinion including a positive recommendation of the Offer, notably following issuance of the independent expert report. Based on its interaction with the independent expert, the Ad-Hoc Committee expects that the Board of Directors should be in a position to give its reasoned opinion by April 19, 2024. As of April 12, 2024, all necessary antitrust approvals have now been obtained. Following discussions with the independent expert and the ad hoc committee, the Consortium has indicated that it does not intend to request a squeeze-out as part of the simplified tender offer at ?15 per share that will follow the acquisition of the blocks representing 71.9% of Believe's share capital. As of April 18, 2024, the Board of Directors unanimously issued a reasoned favorable opinion on the Offer, considering that it is in the interests of the Company, its employees and its shareholders. The Board of Directors recommended that minority shareholders pursuing this objective tender their shares to the Offer. As of April 19, 2024, All conditions precedent relating to the above-mentioned acquisitions have been definitively fulfilled, and the transfer of said shares is accordingly firm and irrevocable.

The Board of Directors of Believe has appointed Ledouble, represented by its partners Agnès Piniot and Romain Delafont, to act as the independent expert and establish a report on the financial conditions of the Offer, Believe has appointed Citigroup Global Markets Europe AG and Gide Loyrette Nouel as financial and legal advisers to assist the Company and the ad-hoc committee of the Board of Directors in their evaluation of the Offer. Arthur de Baudry d?Asson, Allard de Waal, Stéphane Henry, Camille Paulhac, Charles Filleux-Pommerol and Vincent Rouer of Paul Hastings (Europe) LLP acted as legal advisor to EQT. Thomas Le Vert and Franck De Vita of White & Case LLP has advised Ventech and XAnge. Geoffrey Bailhache, Nicholas Shaw, Étienne Renaudeau, Henry Llewellyn, Kelly Karapetyan and Robert Guo of Simpson Thacher & Bartlett LLP acted as legal advisor to TCMI Inc. Morgan Stanley AB acted as financial advisor to EQT AB. Olivier Assant, Kate Romain, Karine Angel, Jean-Baptiste Frantz, Laetitia Tombarello, Arthur Helfer of Bredin Prat & Associes acted as legal advisor to EQT AB and TCMI inc.