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    Best Buy to Acquire Napster
    9/15/2008 8:01:14 AM - Business Wire

    MINNEAPOLIS & LOS ANGELES, Sep 15, 2008 (BUSINESS WIRE) --

    Best Buy Co., Inc. (NYSE:BBY) and Napster Inc. (NASDAQ:NAPS) announced today that the two companies have entered into a definitive merger agreement for Best Buy to commence a tender offer for all outstanding Napster shares at a price of $2.65 per share in cash. The transaction, with an aggregate purchase price of approximately $121 million (or $54 million net of approximately $67 million in cash and short term investments of Napster as of June 30, 2008), is subject to customary closing conditions, including the tender of a number of Napster shares that constitutes a majority of Napster's outstanding shares of common stock (on a fully-diluted basis). The transaction is expected to close during the fourth calendar quarter. The transaction has been unanimously approved by the board of directors of Napster, and Napster's directors and executive officers have agreed, in their capacities as stockholders, to tender their Napster shares and otherwise support the transaction.

    The proposed acquisition includes Napster's approximately 700,000 digital entertainment subscribers, its Web-based customer service platform, and innovative mobile capabilities. In conjunction with the definitive merger agreement, Napster CEO Chris Gorog and key members of senior management of Napster have entered into employment agreements, effective at closing, pursuant to which they have agreed to continue as the Napster leadership post-acquisition.

    Best Buy believes that Napster has one of the most comprehensive and easy-to-use music offerings in the industry, including streaming music, music subscriptions, the ability to purchase individual tracks, albums and mobile offers. Napster has approximately 140 employees, with its headquarters in Los Angeles. At this time, Best Buy does not plan to relocate Napster's headquarters or to make significant changes in personnel.

    "This transaction offers Best Buy a recognized platform for enhancing our capabilities in the digital media space and building new, recurring relationships with customers," said Brian Dunn, President and COO of Best Buy. "Over time we hope to strengthen our offerings to consumers, who we believe will increasingly seek devices and solutions that enable them to access their content wherever, whenever and however they want."

    Best Buy intends to use Napster's capabilities and digital subscriber base to reach new customers with an enhanced experience for exploring and selecting music and other digital entertainment products over an increasing array of devices. Best Buy believes the combined capabilities of the two companies will allow it to build stronger relationships with customers, expand the number of subscribers, and capture recurring revenue by offering ongoing value over a mobile digital platform.

    "We believe Napster brings us excellent capabilities in the mobility space, as well as international operations and an established team of technology experts," said Dave Morrish, Executive Vice President -- Connected Digital Solutions of Best Buy. "We can foresee Napster acting as a platform for accelerating our growth in the emerging industry of digital entertainment, beyond music subscriptions. We're very excited to add these capabilities to leverage our existing relationships with the labels, the studios, and the hardware providers. We believe Napster will be an outstanding addition to our already robust portfolio of partners and offerings in the digital music space."

    "We believe Best Buy will be an ideal partner for Napster and are very excited by the benefits that this transaction delivers to our shareholders, partners and employees. Best Buy is uniquely positioned to benefit from Napster's digital entertainment distribution platform. We are looking forward to combining our digital media capabilities with Best Buy's resources and global network to extend our digital content platforms," said Chris Gorog, chairman and CEO of Napster.

    Under the terms of the definitive merger agreement, Best Buy will commence a cash tender offer to purchase all of the outstanding shares of Napster common stock for $2.65 per share in cash, with a supporting recommendation from the Napster Board of Directors. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that constitutes a majority of Napster's outstanding shares of common stock (on a fully diluted basis) and expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvement Act. The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer (other than shares held by Best Buy, treasury shares, and shares held by Napster shareholders, if any, who properly exercise appraisal rights) being converted into the right to receive $2.65 per share in cash. The directors and certain officers of Napster have entered into agreements with Best Buy pursuant to which they have agreed to tender their shares in connection with the tender offer contemplated by the merger agreement and otherwise support the transaction.

    Napster, which recently launched one of the world's largest MP3 stores, had fiscal 2008 revenue of $127.5 million, an increase of 15 percent over the prior fiscal year; a loss of $16.5 million, an improvement compared with a loss of $36.8 million the prior fiscal year; and positive cash flow for the fiscal year ended March 31, 2008.

    Best Buy intends to complete the acquisition using available cash. UBS Investment Bank served as the exclusive financial advisor to Napster, and Napster is represented by O'Melveny & Myers LLP. Best Buy is represented by Robins, Kaplan, Miller & Ciresi L.L.P.

    About Best Buy

    With operations in the United States, Canada, Europe andChina, Best Buy (NYSE: BBY) isa multinational retailer of technology and entertainment products and services with a commitment to growth and innovation. The Best Buy family of brands and partnerships collectively generates more than $40 billion annual revenueand includes brands such asBest Buy, Audiovisions, The Carphone Warehouse, Future Shop, Geek Squad, Jiangsu Five Star, Magnolia Audio Video, Pacific Sales Kitchen and BathCenters, and Speakeasy. Approximately 150,000 employees apply their talents to help bring the benefits of these brands to life for customers throughretail locations, multiple callcentersand web sites, in-home solutions, product delivery andin our communities. Community partnership is central to the way we do business at Best Buy. In fiscal 2008, we donateda combined $31.8 million to improve the vitality of the communities where our employees and customers live and work. For more information about Best Buy, visit www.bestbuy.com.

    About Napster

    Napster, the pioneer of digital music, offers the ultimate in interactive music experiences, creating better ways to discover, share, acquire and enjoy music -- anytime, anywhere. The Company's offerings include "Napster" (www.napster.com) -- the premier online music destination featuring the most popular on-demand music subscription service in the world and the largest, most comprehensive MP3 download store on the market; "FreeNapster" (www.freeNapster.com) -- a unique Web experience offering free on demand music legally; and "Napster Mobile" -- one of the industry's fastest growing mobile music platforms. Headquartered in Los Angeles, Napster's services are available in markets across the Americas, Europe and Japan.

    Forward Looking Statements

    This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the U.S. Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect Best Buy and Napster managements' current views and estimates regarding future market conditions, company performance and financial results, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as "anticipate," "believe," "estimate," "expect," "intend," "project," "plan," "outlook," and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: failure to meet the minimum tender condition or obtain any required stockholder or regulatory approvals or satisfy other conditions to the transaction; failure to achieve anticipated benefits of the transaction; and integration challenges relating to the acquisition. Other factors include the following: general economic conditions, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of competitors, profit margins, weather, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, Best Buy's and Napster's ability to react to a disaster recovery situation, and the impact of labor markets and new product introductions on overall profitability. A further list and description of risks, uncertainties and other matters can be found in Best Buy's and Napster's annual reports and other reports filed from time to time with the U.S. Securities and Exchange Commission ("SEC"), including, but not limited to, Best Buy's Annual Report on Form 10-K filed with the SEC on April 30, 2008, and Napster's Annual Report on Form 10-K filed with the SEC on June 11, 2008. Best Buy and Napster caution that the foregoing list of important factors is not complete and assume no obligation to update any forward-looking statement that it may make.

    Additional Information and Where to Find it

    The tender offer for the outstanding common stock of Napster has not yet commenced. This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Napster common stock will be made only pursuant to an offer to purchase and related materials that Best Buy intends to file with the SEC on Schedule TO. Napster also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. Napster stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. Napster stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC's Web site at www.sec.gov, from the Information Agent named in the tender offer documents, from Best Buy (with respect to documents filed by Best Buy with the SEC), or from Napster (with respect to documents filed by Napster with the SEC).

    SOURCE: Best Buy Co., Inc.


    Best Buy
    Media Contacts:
    Susan Busch, 612-291-6114
    Director, Corporate PR
    susan.busch@bestbuy.com
    Brian Lucas, 612-291-6131
    Sr. Manager, Corporate PR
    brian.lucas@bestbuy.com
    Investor Contacts:
    Jennifer Driscoll, 612-291-6110
    Vice President, Investor Relations
    jennnifer.driscoll@bestbuy.com
    Wade Bronson, 612-291-5693
    Director, Investor Relations
    wade.bronson@bestbuy.com
    or
    The Blueshirt Group, for Napster
    Media Contact:
    Jeff Fox, 415-828-8298
    Media Specialist
    jeff@blueshirtgroup.com
    Investor Contact:
    Alex Wellins, 415-217-5861
    Managing Director
    alex@blueshirtgroup.com

    Copyright Business Wire 2008
     
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    Best Buy To Acquire Music-sharer Napster

    Last Updated:
    09-15-08 at 3:46PM

    CHICAGO -- Napster Inc., the online music community that rose from a dorm room project to became the scourge of the global recording industry, is being purchased by Best Buy Inc. for nearly $127 million as the electronics retailer tries to boost its digital music business.

    The $2.65 per share all-cash deal announced Monday is nearly double the music network's Friday closing price but a small sum to pay for Best Buy, which gets access to Napster's 700,000 subscribers who pay a monthly fee to access digital music catalogs.

    "It's not a huge investment, but it definitely has brand recognition," said Morningstar analyst Brady Lemos, who said Best Buy also benefits from the acquisition of technical expertise about the digital music industry.

    In a statement, Best Buy valued the deal at $121 million, and said the difference was due to unvested employee stock awards at Napster. According to its most recently quarterly filing, Napster had about 47.9 million shares outstanding as of Aug. 8, implying a price of $126.9 million.

    Napster, a once-free file-sharing network incorporated in 2000, was a favorite tool among cheap college students earlier in the decade. But as the service gained popularity, the company became the sworn enemy of heavy metal band Metallica and along the way fueled a cultural, legal and political debate about copyrights and intellectual property while at the same time helping popularize digital music.

    "We believe Best Buy will be an ideal partner for Napster and are very excited by the benefits that this transaction delivers to our shareholders, partners and employees," Napster Chairman and Chief Executive Chris Gorog said in a statement.

    The takeover, which must receive regulatory and shareholder approval, is expected to close in the fourth quarter.

    Richfield, Minn.-based Best Buy said it doesn't plan to relocate Napster from its Los Angeles headquarters or make any "significant" personnel changes.

    Morgan Keegan & Co. analyst Tavis McCourt called the offer a "potentially intriguing acquisition."

    "Best Buy has been making headway into selling mobile handsets recently, and has been offering a Best Buy Music Store (powered by Rhapsody) for some time," McCourt told investors in a research note. "We expect Best Buy will likely utilize Napster as a means of bundling digital content with its PC and mobile handset offerings."

    Meanwhile, Standard & Poor's analyst Michael Souers said Napster will play an important role in Best Buy's efforts to fuel the growth of its digital music division.

    "We see (Best Buy) continuing to expand offerings in digital media content and we think (Napster) will play an important role in this transformation," he told investors.

    The deal is also a boon for Napster, which last month reported a loss of $4.4 million, or 10 cents per share, as revenue slid 6 percent. Experts said it would likely face more struggles on its own as the popularity of Apple Inc.'s iTunes grows.

    "This is, in our view, the optimal outcome for Napster, a music brand and online service that independently might otherwise have dissipated," BMO Capital Markets analyst Leland Westerfeld told investors in a research note.

    Napster shares rose $1.17, or 86 percent, to $2.53. Meanwhile, Best Buy shares fell 79 cents, or 1.8 percent, to $43.70.
     
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