BMG Rights Management - Offer for Chrysalis

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Slaughter and May is advising BMG Rights Management GmbH (BMG) and its bidding vehicle Forte Bidco 1 Limited (Bidco) on a recommended cash offer for Chrysalis plc which values Chrysalis at approximately £107.4 million.

It is intended that the acquisition will be implemented by way of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006.

Bidco is a private limited company, incorporated in England, which was established for the purposes of the acquisition. Bidco is an indirect wholly-owned subsidiary of BMG RM Investments Luxembourg S.a.r.l, a joint venture between Berlesmann and an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR). It is intended that, in due course, either the shares in Bidco or, following the acquisition, the shares in Chrysalis, will be transferred to BMG.

The cash consideration of £107.4 million, excluding costs payable by Bidco under the terms of the acquisition, will be funded in full using equity contributions from BMG Luxco’s shareholders (Bertelsmann and an affiliate of KKR), part of which may be replaced by a debt facility in due course.

The combination of BMG and Chrysalis will enhance BMG’s position as a leading music publisher with a depth and breadth of offering to serve a wide range of music customers across a global platform.

Bertelsmann is an international media company encompassing television, book publishing, magazine publishing, media services, and media clubs in more than 50 countries. KKR is a leading global alternative asset manager.

Richard de Carle (partner), Katherine Murray (associate), Mark Boullé (associate), James Hutchinson (associate); Pensions and Employment: Jonathan Fenn (partner), Katherine Pile (associate); Competition: John Boyce (Brussels partner), Naomi Burgoyne (Brussels associate); Real Estate: David Waterfield (partner); IP/IT: David Ives (partner), Charith Saranapala (associate); Financing: Philip Snell (partner), Phil Hanson (associate)