EMI update on attempt to purchase Warner
Wednesday, June 28, 2006
So the whole world will become one big company again, and in a strange twist of fate capatlism will lead to communism. All working for the state, as long as we invent teleportation and meet sexy vulcans I am all in.
So following this morning’s press speculation, EMI Group plc (EMI) is providing the following update to the market:
- Since EMI’s approach, announced on 3 May 2006, to acquire Warner Music Group Corp. (Warner Music), EMI has been continuing actively to explore the potential acquisition of Warner Music, including in discussions with Warner Music and certain of its shareholders.
- On 14 June 2006, EMI received an initial unsolicited alternative proposal from Warner Music to acquire all of the share capital of EMI for 315 pence per share in cash. The Board of EMI considered this proposal from Warner Music to be wholly unacceptable and unanimously rejected it.
- Thereafter, on 23 June 2006, EMI made a revised proposal to Warner Music for EMI to acquire all of the outstanding shares of Warner Music for $31 per share in cash. EMI envisages that the proposal would be funded by debt finance and a rights issue, both of which would be fully underwritten, and the disposal of certain music publishing assets. The proposal is pre-conditional on a number of matters, including due diligence. The Board of EMI believes an offer at this level is fully supported by synergy benefits available from the combination and that a transaction at this offer level would therefore deliver compelling value and earnings accretion to EMI’s shareholders.
- Subsequently, on the evening of 27 June 2006, Warner Music informed EMI of its rejection of EMI’s revised proposal, and submitted to EMI a revised pre-conditional alternative proposal to acquire EMI at 320 pence per share, in cash. The Warner Music revised alternative proposal is non-binding and is pre-conditional, inter alia, on due diligence and a unanimous recommendation of the Board of EMI.
- The Board of EMI has unanimously rejected the revised alternative proposal from Warner Music at 320 pence per share, and considers it to be wholly unacceptable, having regard to EMI’s prospects, the potential synergy benefits of a combination of the two companies and the range of strategic options available to EMI.
The Board of EMI continues to believe that an acquisition of Warner Music by EMI at $31 per share in cash would be very attractive to both sets of shareholders and would deliver value to EMI’s shareholders which is far superior to Warner Music’s revised alternative proposal. The Board of EMI is committed to pursuing such a transaction only if it delivers enhanced value and earnings accretion to EMI shareholders.
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