REVISED RECOMMENDED CASH ACQUISITION OF HIPGNOSIS

LONDON, UK: Blackstone Inc. through Lyra Bidco Limited has agreed to a cash acquisition of Hipgnosis Songs Fund Limited. The transaction, valued at approximately $1.57 billion (equivalent to £1.26 billion), will be executed as a takeover offer under section 337 of the Companies Law, with an alternative Scheme option reserved.

Shareholders of Hipgnosis are set to receive$1.30 per share, a significant premium over recent valuations, including a 4.0% increase over the Concord Revised Offer and a 48.1% rise from the closing price on April 17, 2024. This acquisition price also represents a 53.6% premium over the one-month volume-weighted average and a 58.1% premium over the three-month average leading up to the offer period. Compared to Hipgnosis’ Adjusted Operative NAV per share as of September 30, 2023, the offer marks a 16.9% premium.

This strategic move by Bidco underscores its confidence in Hipgnosis’ value and potential within the industry.

Blackstone continues to invest thematically in content across the wider entertainment industry. Blackstone has closely tracked the performance of Hipgnosis and has been a long term admirer of the music rights catalogues owned by Hipgnosis. Blackstone will seek to further enhance the value of the acquired rights in collaboration with the songwriters, artists and producers who entrusted Hipgnosis to safeguard their legacy.

Blackstone has worked collaboratively with the Hipgnosis Board to ensure that its offer represents a fair and reasonable outcome for all shareholders.

Commenting on this announcement, Robert Naylor, the Chair of Hipgnosis, said: “The Board is pleased to unanimously recommend this US$1.6 billion Offer for Hipgnosis from Blackstone. Since we started our strategic review, we have been clearly focused on looking at all the options to deliver shareholder value. We are delighted that, following competitive interests in acquiring Hipgnosis, our investors now have a chance to immediately realise their holding at an increased premium.”

Commenting on this announcement, Qasim Abbas, Senior Managing Director of Blackstone, said: “Our offer price, which has been unanimously recommended by the Board, represents a significant premium to the unaffected share price and allows shareholders to realise immediate and attractive value for their shareholding. The offer is the result of extensive discussion and negotiations with the Board and provides shareholders the certainty of cash today.

Blackstone is a long-term investor with deep experience of investing across the media and entertainment sectors, including in music rights. The breadth of the Blackstone platform, combined with our operational expertise, will support and enhance the value of the acquired rights.”

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