Filed by Vivendi Universal
Pursuant to Rule 425 under the
Securities Act of 1933
Deemed filed under Rule 14a-12
Subject Company: MP3.com, Inc.
Exchange Act File Number of
Subject Company: 000-26697
VIVENDI UNIVERSAL ACQUIRES MP3.COM
IN MOVE TO STRENGTHEN DIGITAL DISTRIBUTION
CAPACITY AND WEB AUDIENCE
o Price is $5 per share or approximately $372 Million
in Cash and Stock
o MP3.com to Provide Leading-Edge Technology Platform
for Management and Distribution of Digital
Content
o Multiple Revenue Streams to Enhance Vivendi
Universal's Online Strategy
o MP3.com Will Continue to Function as an Independent
Distributor of Music Content for All Record
Labels and Independent Artists
PARIS and SAN DIEGO-May 20, 2001 - Vivendi Universal (Paris Bourse: EX FP; NYSE:
V) announced today that it will acquire San Diego-based MP3.com, Inc. (Nasdaq:
MPPP) for $372 million ($5 per share) in a friendly, combined cash and stock
transaction. MP3.com represents a major acquisition and is expected to strongly
reinforce Vivendi Universal's digital efforts in the strategic areas of online
music, subscriptions, branding, technology and all its content.
MP3.com shareholders have the ability to elect $5 per share in cash, a number of
Vivendi Universal shares (in the form of American Depositary Receipts) having a
value of $5, or any combination thereof, subject to aggregate transaction
consideration caps of 50% cash consideration and 50% share consideration, which
may result in proration. The transaction has been structured as a reorganization
that will be tax free to MP3.com shareholders to the extent they receive Vivendi
Universal shares. Consistent with its previous statements, Vivendi Universal
will not issue new common shares in this transaction, but will use treasury
shares for the share portion of the aggregate transaction consideration. The
Board of Directors of MP3.com has unanimously approved the transaction. Holders
of more than 50% of MP3.com's outstanding shares have agreed to vote in favor of
the transaction.
MP3.com (www.mp3.com) will maintain its role as the premier distributor of music
on the Internet. The company will continue to feature content from all record
labels and from independent artists. There are currently over 150,000 artists
from more than 180 countries that make their music available to music fans
through MP3.com. Currently, more than 25% of Billboard Magazine's current Top 40
albums are being promoted on MP3.com.
Music Online
------------
MP3.com is a candidate to provide state-of-the-art technical contributions for
Duet, Vivendi Universal's joint venture with Sony Music, to create an online
digital music
2
subscription service. Duet is expected to launch this summer. Duet's U.S.
on-demand service will be available and marketed through a number of
distribution alliances, the first being with Yahoo!
MP3.com has the potential to be a key component in that initiative, and has
already created a massively scalable technology for the distribution of digital
music and other diverse content across multiple platforms.
Vivendi Universal's online music distribution capabilities will be enhanced by
the MP3.com acquisition. The total aggregate audience for MP3.com, GetMusic,
FarmClub and EMusic represents close to 40 million registered users, with
approximately 120 million monthly page views.
Branding
--------
Vivendi Universal is to acquire one of the top worldwide Internet brands.
MP3.com's brand and web site are well-known to a global online gathering of
music fans and artists. The company is expected to contribute a huge audience to
Vivendi Universal's already-impressive online entertainment fold. The brand is
particularly popular among young users, although a significant user base is
represented by affluent 35-55 demographics of both men and women.
Technology
----------
MP3.com is a technology leader in the delivery of online music. Recently, it
pioneered the digital content delivery revolution and built a Music
InterOperating System (IOS), which is designed to connect various segments of
the music industry for the first time. Music IOS allows the music business to
interoperate in ways previously unavailable by connecting retailers, labels,
music players, and hardware and software tools.
MP3.com's Music IOS is fully compatible with a variety of devices and networks.
The company possesses proprietary-patented technology for music distribution and
has comprehensive solutions in data management and tracking. MP3.com's proven
distribution technology can power not only music content, but also video and
text content.
MP3.com technologists have an exceptional track record of creating
industry-leading technology relating to a variety of contents and interfaces
that include digital distribution, databases and e-marketing. More than 120
MP3.com technologists will assist VUNet in current and future Vivendi Universal
initiatives.
Vivendi Universal's Cross Contents and Digital Efficiency
---------------------------------------------------------
Vivendi Universal is wholly committed to extending its reach to all continents
through digital distribution. Vivendi Universal's strategy is to digitally
distribute all of its content across all technology platforms. MP3.com will
strongly power this strategy by enhancing Vivendi Universal's capacity to
implement database management, direct marketing and subscriptions on the
Internet. MP3.com will also contribute to the implementation of digital
efficiency within Vivendi Universal.
3
Michael Robertson, MP3.com founder, chairman and chief executive officier,
will become special adviser to Jean-Marie Messier with regard to Vivendi
Universal's digital distribution.
Commenting on the announcement, Jean-Marie Messier, chairman and chief
executive officer of Vivendi Universal said: "The MP3.com strategic
acquisition is a big step forward for Vivendi Universal's priority to develop
and implement an aggressive, legitimate and attractive offering of our content
to consumers. MP3.com will be a great asset to Vivendi Universal in meeting
our goal of becoming the leading online Music Service Provider. Our first step
towards leadership in digital distribution was the creation of Duet with Sony
Music and distribution agreement with Yahoo!. With MP3.com's proven
technologies and team, we'll have the tools and talents to aid the success of
this and other digital content distribution ventures. Their engineering and
digital expertise will be a tremendous advantage for Vivendi Universal,
especially in the digital distribution of all Vivendi Universal content and
the creation of common technology platforms."
"This groundbreaking merger is a defining moment in the digital music era,"
said Michael Robertson, chairman and chief executive officer of MP3.com. "It
brings together industry leading technology, brands, distribution and content.
We will continue with our current MP3.com pursuits, but also work with our new
partners to innovate subscription systems and music offerings that reach a
global audience across many devices. We believe consumers will see the full
promise of digital music come to fruition and that transaction is in the best
interest of our shareholders."
As a major global force in media and communications, Vivendi Universal's
stated vision is to further its position as the world's premier creator and
provider of personalized information, entertainment, and services to
consumers-- anywhere, at any time and across all distribution platforms and
devices. With a plethora of rich and varied content through its Music,
Publishing and TV and Film business units, coupled with its access and
distribution units in Telecoms and Internet, the Company is poised to make
consumers the winners in this age of digital communications.
The transaction is subject to regulatory approvals, approval by the MP3.com
shareholders, and other customary closing conditions.
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, which produces, markets and
distributes recorded music throughout the world in all major genres. Universal
Music Group also manufactures, sells and distributes video products in the
United States and internationally, and licenses music copyrights.
4
The Publishing business is Europe's premier publisher of information providing
content across multiple platforms, including print, multimedia, on the wired
Internet and to PDAs via WAP (Wireless Application Protocol) technology. The
Publishing business is a content leader in five core markets: education, games,
healthcare information, local services and business and general information. 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, a 63-percent effectively
owned subsidiary of Vivendi Universal, 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 967,000 songs and audio files posted from over 150,000 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. MP3.com's
common stock is listed for trading on the Nasdaq National Market under the
ticker symbol MPPP. The company is based in San Diego, California. For more
information on MP3.com, visit www.mp3.com.
Important Disclaimer
5
This press release contains "forward-looking statements" as that term is defined
in the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are not guarantees of future performance. Actual results may differ
materially from the forward-looking statements as a result of a number of risks
and uncertainties, many of which are outside our control, including but not
limited to: the risk that recently acquired operations will not be integrated
successfully; that the synergies expected to be created as a result of recent
acquisitions will not materialize; that Vivendi Universal will be unable to
further identify, develop and achieve success for new products, services and
technologies; that Vivendi Universal will face increased competition and that
the effect on pricing, spending, third-party relationships and revenues of such
competition will limit or reduce Vivendi Universal's revenue and/or income; that
Vivendi Universal will be unable to establish and maintain relationships with
commerce, advertising, marketing, technology, and content providers; and that
Vivendi Universal will be unable to obtain or retain, upon acceptable terms, the
licenses and permits necessary to operate and expand its businesses; as well as
the risks described in the documents Vivendi Universal has filed with the U.S.
Securities and Exchange Commission. Investors and security holders are urged to
read those documents at the Commission's web site at www.sec.gov. Those
documents may also be obtained free of charge from Vivendi Universal.
Vivendi Universal and MP3.com will file a proxy statement/prospectus and other
documents regarding the proposed merger described in this press release with the
U.S. Securities and Exchange Commission. Investors and security holders are
urged to read the proxy statement/prospectus when it becomes available, because
it will contain important information about Vivendi Universal and MP3.com and
the proposed transaction. A definitive proxy statement/prospectus will be sent
to security holders of MP3.com seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the definitive proxy
statement/prospectus (when available) and other documents filed by Vivendi
Universal and MP3.com with the SEC at the SEC's web site at www.sec.gov.
MP3.com, Vivendi Universal and their respective directors, executive officers
and certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of MP3.com stockholders to approve
the proposed merger. Such individuals may have interests in the merger,
including as a result of holding options or shares of MP3.com stock. A detailed
list of the names, affiliations and interests of the participants in the
solicitation will be contained in the proxy statement that will be filed by
MP3.com with the SEC.
The definitive proxy statement/prospectus and other documents may also be
obtained free of cost by directing a request to the following Investor
Relations contacts:
###
6
Media Relations: Investor Relations:
Paris Paris
Catherine Gros Ariane de Lamaze
011-33-1-71-71-1711 011-33-1-71-71-1084
Alain Delrieu New York
011-33-1-71-71-1341 Eileen McLaughlin
Antoine Lefort 212.572.8961
011-33-1-71-71-1180 For MP3.com:
New York Karen Silva
Anita Larsen 858-623-7222
212.572.1118
Mia Carbonell
212.572.7556
For MP3.com:
Greg Wilfahrt
858-623-7280