EMusic.com Inc. Memorandum To: EMusic Optionees From: Marcus Segal, VP of Operations Date: 04/30/01 Re: Option Cash-Out Agreement As you are aware, pursuant to the terms of the Merger Agreement signed with Universal Music Group, Inc. ("UMG"), UMG has...Option Cash-Out Agreement • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you are aware, pursuant to the terms of the Merger Agreement signed with Universal Music Group, Inc. ("UMG"), UMG has commenced a tender offer for the purchase of all outstanding stock of the company for $0.57 per share (the "Tender Offer"). The EMusic Board of Directors has unanimously recommended that the company's stockholders accept the Tender Offer. If the Tender Offer is successfully completed, all shares not purchased in the Tender Offer will be "cashed out" at the same price pursuant to a merger between the company and a UMG subsidiary (the "Merger").
BACKGROUND ----------Option Cash-Out Agreement • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • California
Exhibit (a)(11) [EMusic.com Letterhead] April 30, 2001 VIA REGISTERED MAIL ------------------- COMPANY ADDRESS CITY, STATE, ZIP Attn: CONTACT PERSON Re: Warrant to Purchase Common Stock Dear Sir/Madam: As you may know, EMusic has entered into an...Warrant to Purchase Common Stock • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you may know, EMusic has entered into an agreement to be acquired by Universal Music Group, Inc. ("Universal"). As set forth in the agreement, Universal intends to acquire EMusic by purchasing all of EMusic's outstanding shares in a tender offer and subsequent merger at $0.57 per share. On April 20, 2001, Universal commenced its tender offer. The tender offer is currently scheduled to expire May 17, 2001. If the tender offer is consummated, any shares not tendered to Universal will be converted into the right to receive $0.57 per share pursuant to a merger transaction to be completed after the consummation of the tender offer. Upon the closing of the tender offer, we anticipate Universal will acquire more than 50% of the outstanding securities of EMusic and will thereafter cause EMusic to merge with and into its wholly-owned subsidiary, Universal Acquisition Corp.
EMusic.com Letterhead]Warrant to Purchase Common Stock • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you may know, EMusic has entered into an agreement to be acquired by Universal Music Group, Inc. ("Universal"). As set forth in the agreement, Universal intends to acquire EMusic by purchasing all of EMusic's outstanding shares in a tender offer (the "Tender Offer") and subsequent merger at $0.57 per share. On April 20, 2001, Universal commenced the Tender Offer. The Tender Offer is currently scheduled to expire May 17, 2001. If the Tender Offer is consummated, any shares not tendered to Universal will be converted into the right to receive $0.57 per share pursuant to a merger transaction to be completed after the consummation of the tender offer. Upon the closing of the tender offer, we anticipate Universal will acquire more than 50% of the outstanding securities of EMusic and will thereafter cause EMusic to merge with its wholly-owned subsidiary, Universal Acquisition Corp.
