Vivendi Universal Closes
on Acquisition of MP3.com
Vivendi
Universal (Paris Bourse: EX FP; NYSE:V) announced that it
successfully completed the acquisition of San Diego-based
MP3.com, Inc. (Nasdaq:MPPP) in a combined cash and stock
transaction on August 28, 2001.
MP3.com
stockholders voted in favor of the merger transaction at
a special meeting of stockholders held Monday, August 27,
2001. MP3.com was delisted from Nasdaq effective prior to
opening for trading Tuesday, August 28. Of the more than
69 million shares outstanding, over 68 percent were
voted. Of those voting, more than 99 percent voted in
favor of the merger.
The
corporate offices of MP3.com will continue to be based in
San Diego.
The
exchange ratio for the merger is 0.0904. Based on
preliminary information from The Bank of New York, the
exchange agent in the merger, it is currently estimated
that all shareholders electing cash and all non-electing
shareholders of MP3.com will receive $5.00 in cash for
each share of MP3.com common stock exchanged in the
merger.
MP3.com
stockholders holding more than 73 percent of the shares
elected to receive Vivendi Universal American Depositary
Shares (ADSs) and over 21 percent elected to receive
cash. Due to the aggregate election of all stockholders,
the preliminary proration factor for those stockholders
electing Vivendi Universal ADSs is approximately 68
percent.
Commenting
on the closure of the acquisition, Jean-Marie Messier,
Chairman and Chief Executive Officer of Vivendi
Universal, said, "The acquisition of MP3.com was an
extremely important step in our strategy to create both a
distribution platform and acquire state-of-the-art
technology. MP3.com will be a great asset to Vivendi
Universal in meeting our goal of becoming the leading
online provider of music and related services."
Mr.
Messier continued, "MP3.com brings to Vivendi
Universal millions of dedicated music fans; a robust
distribution platform; technology that strengthens our
ability to handle subscriptions, direct marketing and
data management; technology that applies to all devices
and across a range of Vivendi Universal's businesses,
including music, film, games and possibly books; and
strong management and technology teams."
About
Vivendi Universal:
Media and Communications and
Environmental Services: The media and communications
business is divided into five business segments: Music,
Publishing, TV and Film, Telecoms and Internet. The Music
business is conducted through Universal Music Group, the
world's leading music company, which develops, acquires,
manufactures, markets and distributes recorded music
through wholly owned operations or licensees in 63
countries around the world. Universal Music Group's other
businesses also include one of the world's largest music
publishing companies, which involves the acquisition of
rights to, and licensing of, musical compositions. The
Publishing business is a worldwide content leader in its
core markets: education/literature, games, and healthcare
information. It provides content across multiple
platforms, including print, multimedia, in the wired
Internet and to PDAs via WAP (Wireless Application
Protocol) technology. The TV and Film business produces
and distributes motion picture, television and home
video/DVD products worldwide, operates and has ownership
interests in a number of cable and pay-TV channels,
engages in the licensing of merchandising and film
property rights and operates theme parks and retail
stores around the world. The Telecoms business provides a
broad range of telecommunications services, including
mobile and fixed telephony, Internet access and data
services and transmission, principally in Europe. The
Internet business manages the strategic Internet
initiatives and new online ventures for Vivendi
Universal. Utilizing advanced digital distribution
technology, the Internet business develops e-commerce,
e-services and thematic portals that offer access to the
Internet via a variety of devices, including mobile
phones, PDAs, interactive TV and computers. Vivendi
Environnement is a 63-percent effectively owned
subsidiary of Vivendi Universal, which operates the
environmental services business, with operations around
the globe. Vivendi Environnement provides environmental
management services, including water treatment and system
operation, waste management, energy services and power
generation, and transportation services, to a wide range
of public authorities and industrial, commercial and
residential customers.
The company's corporate website
is located at http://www.vivendiuniversal.com. The company's financial
website is located at http://finance.vivendiuniversal.com.
About MP3.com:
MP3.com, Inc. has created a
unique and robust technology infrastructure designed to
facilitate the storage, management, promotion and
delivery of digital music. As the Internet's premier
Music Service Provider (MSP), the company is dedicated to
providing consumers with access to music when they want
it, where they want it, using any web-enabled device. The
company's web site hosts what MP3.com believes is the
largest collection of digital music available on the
Internet, with more than 1 million song and audio files
posted from over 165,000 digital artists and record
labels. Dedicated to growing the digital music space, the
company's products and services include on-demand
Subscription Music Channels, an innovative Business Music
Services program, a Syndicated Radio program and others.
Additionally, through the company's MSP technology
initiative and its Music InterOperating System, MP3.com
is partnering with a variety of forward-looking
businesses to expand its digital music strategy. The
company is based in San Diego, California. For more
information on MP3.com, visit www.mp3.com.
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