NEW YORK, NY, May 06, 2011 (MARKETWIRE via COMTEX) --
Warner Music Group Corp. (NYSE: WMG) and Access Industries, the
U.S.-based industrial group, today announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion. The
purchase includes WMG's entire recorded music and music publishing
businesses.
The purchase price of $8.25 per share represents a 34.4% premium over
the volume-weighted average share price of $6.14 over the previous
six months.
Under the terms of the merger agreement, WMG's stockholders will
receive $8.25 per share in cash at the closing of the transaction.
WMG's Board of Directors approved the transaction and recommended
that WMG's stockholders approve the transaction. In addition to
stockholder approval, the transaction is subject to the satisfaction
of customary closing conditions and regulatory approvals. It is
anticipated that the transaction will be completed in the third
calendar quarter of this year.
WMG's Chairman and CEO, Edgar Bronfman, Jr., said, "We believe this
transaction is an exceptional value-maximizing opportunity that
serves the best interests of stockholders as well as the best
interests of music fans, our recording artists and songwriters, and
the wonderful people of this company. We are delighted that Access
will be the new steward of this outstanding business. They are
supportive of the company's vision, growth strategy and artists,
while bringing a fresh entrepreneurial perspective and expertise in
technology and media. Most importantly, Access supports Warner
Music's commitment to our recording artists and songwriters who are
the foundation of our current and future success."
Len Blavatnik, Chairman and founder of Access Industries, said, "I am
excited to extend my longstanding involvement with Warner Music. It
is a great company with a strong heritage and home to many
exceptional artists. I look forward to working closely with the many
talented people within the company."
Jorg Mohaupt, Head of Media at Access Industries, added, "The music
industry is at an inflection point where digital adoption is rapidly
gaining momentum. Warner Music, as one of the most progressive forces
in the music business, is well positioned to capture this opportunity
for music creation and distribution."
Scott Sperling, Presiding Director of WMG, said, "It has been our
great pleasure working with the extraordinary team at Warner Music
over these past seven years. The company has managed to significantly
increase market share and profitability during our ownership period
and consistently outperformed even during a challenging period for
the industry. Len Blavatnik and Access are likewise deeply committed
to the music business and we know that we will be leaving the company
in good hands."
Following the closing of the transaction, WMG will become a privately
held company and its stock will no longer be traded on the New York
Stock Exchange. The company will retain the Warner Music Group name
and will continue to operate out of its current facilities.
Thomas H. Lee Partners L.P. and its affiliates, Bain Capital
Partners, LLC and its affiliates, and Edgar Bronfman, Jr., who
together hold approximately 56% of the company's outstanding shares,
have entered into a voting agreement with Access under which those
stockholders have agreed to vote their shares in favor of the merger.
Access has secured committed financing from Credit Suisse and UBS
Investment Bank. These funds, in addition to equity financing from
Access, will finance the cash consideration to WMG's stockholders.
Goldman, Sachs & Co. and AGM Partners LLC acted as financial advisors
to WMG, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the
company's legal advisors. Credit Suisse and UBS Investment Bank acted
as financial advisors to Access, and Debevoise & Plimpton LLP acted
as Access' legal advisors.
Quarterly Results Announcement
WMG noted that with the proposed transaction, it will not host a
conference call to discuss results for the second quarter of fiscal
2011. The company expects to file its Quarterly Report on Form 10-Q
for the period ended March 31, 2011 by May 10, 2011.
Additional Information and Where to Find It
In connection with the proposed transaction, WMG intends to file
relevant materials with the SEC, including a proxy statement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS (IF
AND WHEN THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WMG, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security
holders may obtain these documents (and any other documents filed by
WMG with the SEC) free of charge at the SEC's website at
http://www.sec.gov. In addition, the documents filed with the SEC may
be obtained free of charge by directing such requests to WMG's
Investor Relations department at 212-275-2000, or by visiting the
Investor Relations portion of WMG's website at investors.wmg.com.
Investors and security holders are urged to read the proxy statement
and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed
merger.
Participants in Solicitation
WMG and its directors, executive officers and certain other members
of WMG's management may be deemed to be participants in the
solicitation of proxies from WMG's stockholders with respect to the
proposed transaction. Information about WMG's directors, executive
officers and members of management is contained in WMG's most recent
proxy statement and annual report on Form 10-K. Stockholders may
obtain additional information about the directors and executive
officers of WMG and their respective interests with respect to the
proposed transaction by security holdings or otherwise, which may be
different than those of WMG's stockholders generally, by reading the
definitive proxy statement and other relevant documents regarding the
proposed merger, when filed with the SEC. Each of these documents is,
or will be, available as described above.
"Safe Harbor" Statement under Private Securities Litigation Reform
Act of 1995
This communication includes forward-looking statements that reflect
the current views of WMG about future events and financial
performance. Words such as "estimates," "expects," "anticipates,"
"projects," "plans," "intends," "believes," "forecasts" and
variations of such words or similar expressions that predict or
indicate future events or trends, or that do not relate to historical
matters, identify forward-looking statements. All forward-looking
statements are made as of today, and we disclaim any duty to update
such statements. Our expectations, beliefs and projections are
expressed in good faith and we believe there is a reasonable basis
for them. However, we cannot assure you that management's
expectations, beliefs and projections will result or be achieved.
Investors should not rely on forward-looking statements because they
are subject to a variety of risks, uncertainties, and other factors
that could cause actual results to differ materially from our
expectations. Please refer to our Form 10-K, Form 10-Qs and our other
filings with the U.S. Securities and Exchange Commission concerning
factors that could cause actual results to differ materially from
those described in our forward-looking statements.
About Access Industries
Access Industries is a privately held,
U.S.-based industrial group with long-term holdings worldwide. Access
was founded in 1986 by its Chairman, Len Blavatnik, an American
industrialist. Access' industrial focus spans three key sectors:
natural resources and chemicals; telecommunications and media; and
real estate. (www.accessindustries.com).
Access Industries' holdings in the digital media sector currently
include significant stakes in Perform Group (the online sports
broadcaster), Acision (the leading mobile broadband and value added
services provider), ICEnet (mobile broadband services provider in
Scandinavia), ViKi (the international video site, translating the
best of TV and movies into over 150 languages) and Mendeley Research
Networks (the social Web application for sharing research papers,
discovering research data and collaborating).
About Warner Music Group
Warner Music Group became the only
stand-alone music company to be publicly traded in the United States
in May 2005. With its broad roster of new stars and legendary
artists, Warner Music Group is home to a collection of the best-known
record labels in the music industry including Asylum, Atlantic,
Cordless, East West, Elektra, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word. Warner Music International, a
leading company in national and international repertoire, operates
through numerous international affiliates and licensees in more than
50 countries. Warner Music Group also includes Warner/Chappell Music,
one of the world's leading music publishers, with a catalog of more
than one million copyrights worldwide.
Contacts:
For Access Industries:
Brunswick, New York:
Stan Neve and Ashley Zandy
+ 1 212-333-3810
Brunswick, London:
Andrew Garfield and James Olley
+ 44 207 404 5959
For Warner Music Group:
Media:
Will Tanous
(212) 275-2244
will.tanous@wmg.com
Investors:
Jill Krutick
(212) 275-4790
jill.krutick@wmg.com
SOURCE: Warner Music Group
mailto:will.tanous@wmg.com
mailto:jill.krutick@wmg.com