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
