UMG shareholders will receive a total of EUR9.4 billion in cash (or EUR5.05 per share) and 0.77 shares in New UMG stock for each share of UMG held Total consideration package of cash and stock estimated to be worth EUR30.40 per share, a 78% premium to UMG's stock price The transaction will facilitate the cancellation of 17% of UMG shares outstanding while preserving the company's investment grade balance sheet Pershing Square will host an investor webcast and Q&A at 10:00 AM EDT today NEW YORK--(BUSINESS WIRE)--April 07, 2026-- Pershing Square Capital Management, L.P. ("Pershing Square") today announced that it has submitted a non-binding proposal (the "Proposal") to the Board of Directors of Universal Music Group N.V. ("UMG") to acquire all outstanding shares of UMG through a business combination transaction (the "Transaction"), together with a value creation plan designed to deliver significant benefits to UMG stakeholders. All Transaction equity financing will be backstopped by Pershing Square and affiliates, and all debt financing will be committed at signing. "Since UMG's listing, Sir Lucian Grainge and the company's management have done an excellent job nurturing and continuing to build a world-class artist roster and generating strong business performance," said Pershing Square CEO Bill Ackman. "However, UMG's stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction." Pershing Square believes that UMG's stock price underperformance is principally due to the following factors: --
Uncertainty concerning the Bolloré Group's 18% stake in the
company
--
The postponement of UMG's U.S. listing
--
The underutilization of UMG's balance sheet, which has led to reduced
returns on equity
--
The absence of a publicly disclosed capital allocation plan and
earnings algorithm
--
The lack of investor credit in UMG's valuation for its EUR2.7 billion
stake in Spotify
--
Suboptimal shareholder investor relations, communications, and
engagement
In the Transaction, UMG will merge with Pershing Square SPARC Holdings,
Ltd. ("SPARC") and the newly merged company will become a Nevada
corporation ("New UMG"), listed on the New York Stock Exchange. We
expect the Transaction to close by year-end. Shareholders will receive a
total of EUR9.4 billion in cash (or EUR5.05 per share) and 0.77 shares
of New UMG stock for each share of UMG held. 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 complete text of Pershing Square's letter to the UMG Board of
Directors detailing the Proposal and Pershing Square's value creation
plan for UMG is available here: (link).
Pershing Square will host an investor webcast today, April 7(th) , at
10:00 AM EDT regarding the Proposal. Shareholders and other interested
parties are invited to access the webcast (link). Those who wish to
participate in the Q&A session may do so via telephone by
pre-registering on the event registration webpage and following the
instructions here: (link).
Sullivan & Cromwell, White & Case, and Stibbe serve as Pershing Square
and SPARC's legal advisors, and Jefferies serves as financial advisor to
Pershing Square and SPARC.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is an
SEC-registered investment advisor to investment funds.
Cautionary Statements
No Offer or Solicitation
This communication is not a recommendation to buy, sell or exchange any
securities, and it does not constitute an offer to sell or buy or the
solicitation of an offer to buy or sell any securities. This
communication is not a substitute for any information statement,
prospectus, tender or exchange offer document or other document that may
be filed under applicable securities laws in connection with the
Proposal.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws and other applicable
securities laws, including statements relating to the Proposal and UMG's
and Pershing Square SPARC Holdings, Ltd.'s ("SPARC") future business
strategy and performance. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan,"
"possible," "potential," "predict," "may," "might," "should," "will,"
"would," "will be," "will continue," "will likely result," "continue,"
"could," and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the forward-looking
statements in this release. You should carefully consider these and the
other risks and uncertainties described in SPARC's registration
statement on Form S-1 and other documents SPARC has filed with the
Securities and Exchange Commission. Those filings identify and address
other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and Pershing Square and SPARC do not
assume any obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Pershing Square nor SPARC give any
assurance that the transaction contemplated by the Proposal will be
consummated or that Pershing Square or SPARC will otherwise achieve
their expectations. The inclusion of any statement in this press release
does not constitute an admission by Pershing Square, SPARC or any other
person that the events or circumstances described in such statement are
material. Investors can learn more about SPARC by reading SPARC's Form
10-K for the fiscal year ended December 31, 2025 and other filings made
with the Securities and Exchange Commission which can be found here:
https://www.sec.gov/edgar/browse/?CIK=1895582.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260406138476/en/
CONTACT: Pershing Square
Francis McGill
McGill@persq.com
+1-212-909-2455
(END) Dow Jones Newswires
April 07, 2026 05:28 ET (09:28 GMT)
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