Pershing Square Announces Proposal to Universal Music Group N.V.

UMG shareholders will receive a total of €9.4 billion in cash (or €5.05 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 €30.40 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)--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 €2.7 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 €9.4 billion in cash (or €5.05 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.