ARTISTdirect Extends Tender Offer In Connection With Ted Field Announcement.Business/Entertainment Editors LOS ANGELES--(BUSINESS WIRE)--April 4, 2001 ARTISTdirect, Inc. (Nasdaq:ARTD) today announced that it has extended the expiration of its tender offer until 12:00 a.m. midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Wednesday, April 11, 2001, unless further extended. The tender offer was previously scheduled to expire on Monday, April 9, 2001. This extension is being made as a result of a separately announced preliminary agreement for Ted Field to be named CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of ARTISTdirect and the formation of a new record label as a co-venture between ARTISTdirect and Mr. Field. The preliminary agreement is non-binding and there can be no assurance that ARTISTdirect will be successful in entering into a definitive transaction with Mr. Field. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of a transaction is conditioned on the parties successfully negotiating and entering into a definitive agreement as well as the completion of legal, financial and business due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. by both parties. The transaction is also subject to ARTISTdirect obtaining final approval by the company's Board of Directors as well as obtaining shareholder approval for the transaction. In addition, even if the transaction is consummated, if ARTISTdirect is unable to successfully develop and operate the record label, ARTISTdirect's business, results of operations and financial condition could be materially and adversely affected. Readers are referred to the separate press release for more information on the terms and conditions of the transaction with Mr. Field. In the tender offer, the Company intends to purchase up to 2.0 million shares, or approximately 5.3%, of the company's approximately 37.8 million currently outstanding shares of common stock. The purchase is being made through a "Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " style self-tender offer Self-tender offer A company that tenders for its own shares. , at an offering range of between $1.25 and $1.50 per share. The tender offer is subject to the terms and conditions set forth in the Offer to Purchase, dated February 26, 2001, as amended on March 8, 2001, March 14, 2001, March 30, 2001 and April 4, 2001 and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , which constitute the offer. The offer is not conditioned upon any minimum number of shares being tendered. The offer, proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. and withdrawal rights will now expire at 12:00 a.m. midnight, New York City time, on Wednesday, April 11, 2001, unless ARTISTdirect further extends the offer. If the number of shares tendered is greater than the number sought, the company will select the tendered price within the range that allows the company to repurchase the entire 2.0 million shares at the lowest aggregate price, with purchases to be made on a pro-rata basis for stockholders tendering at or below the purchase price. If the tender offer is accepted in its entirety, the company will have approximately 35.8 million shares of common stock outstanding after its completion. The company plans to fund the tender offer from its existing cash and the liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy of short-term investments. This press release is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell securities of ARTISTdirect. The tender offer has been made solely by, and is subject to, the terms and conditions set forth in, the Offer to Purchase and the related Letter of Transmittal. About ARTISTdirect Inc. ARTISTdirect Inc. (Nasdaq:ARTD) is a music and media company that combines an online music network with integrated offline assets to provide a single-stop solution for music fans, artists, labels and advertisers. ARTISTdirect.com (www.artistdirect.com), a comprehensive online destination, blends music programming, community, e-commerce retail and digital music services. Through the ARTISTdirect Talent Agency, the company also manages offline musical tour booking and develops event-marketing programs extending sponsor reach. The company has headquarters in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. . |
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