To the Stockholders of Tickets.com, Inc.:
Exhibit (a)(2)(i)
February 17, 2005
To the Stockholders of Xxxxxxx.xxx, Inc.:
I am pleased to inform you that Xxxxxxx.xxx, Inc.
(“Xxxxxxx.xxx”), MLB Advanced Media L.P.
(“Parent”), and MLBAM Acquisition Corp.
(“Purchaser”), have entered into an Agreement and Plan
of Merger, dated as of February 14, 2005 (“Merger
Agreement”), pursuant to which Purchaser will commence a
cash tender offer (“Offer”) to purchase all of the
outstanding shares of Xxxxxxx.xxx’s common stock for
$1.10 per share net in cash, without interest. Under the
Merger Agreement, the Offer will be followed by a merger of
Purchaser with and into Xxxxxxx.xxx in which any remaining
shares of Xxxxxxx.xxx’s common stock (other than certain
shares owned by Xxxxxxx.xxx and its affiliates, Parent and its
affiliates, and shares held by stockholders that have properly
exercised their dissenters’ rights under Delaware law) will
be converted into the right to receive $1.10 per share of
common stock, net in cash without interest (“Merger”).
The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the expiration of
the Offer such number of shares of common stock which, together
with the shares of common stock into which the warrants and
shares of preferred stock to be acquired by Purchaser pursuant
to a securities purchase agreement are exercisable or
convertible, represents at least 90% of all of the Shares
assuming the exercise of such warrants and conversion of such
preferred stock into Common Stock. MLB Advanced Media L.P. is
the interactive media and Internet company of Major League
Baseball.
A Special Committee of the Board of Directors of Xxxxxxx.xxx
consisting entirely of independent directors (“Special
Committee”), by unanimous vote, (i) determined that
each of the Offer and the Merger are fair to and in the best
interests of the stockholders of Xxxxxxx.xxx’s common
stock, other than certain holders of preferred stock and their
affiliates, (ii) approved and declared advisable the Offer
and recommended that the stockholders of the Company accept the
Offer and tender their Shares pursuant to the Offer, and
(iii) recommended to the Xxxxxxx.xxx Board of Directors
that it approve and declare advisable the Merger and recommend
it to Xxxxxxx.xxx’s stockholders. The Board of Directors
subsequently declared advisable the Merger and recommended it to
Xxxxxxx.xxx’s stockholders.
In arriving at its recommendation, the Special Committee gave
careful consideration to a number of factors described in the
attached Schedule 14D-9, including the opinions received by
Perseus Advisors LLC and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx
Financial Advisors, Inc., that, subject to certain conditions,
the price of $1.10 per share in cash is fair, from a
financial point of view, to the holders of Xxxxxxx.xxx’s
common stock, other than certain holders of preferred stock and
their affiliates.
In addition to the attached Schedule 14D-9 relating to the
Offer and the Merger Agreement, also enclosed is the Offer to
Purchase, dated February 17, 2005, of Purchaser and a
Letter of Transmittal to be used for tendering your shares of
common stock. These documents set forth the terms and conditions
of the Offer and the Merger Agreement and provide instructions
as to how to tender your shares. We urge you to read the
enclosed material carefully.
| Sincerely, | |
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| Xxxxxx Xxxxxxx | |
| Chief Executive Officer |
