Connect with us

Hi, what are you looking for?

New Products

Best Buy Completes Subsequent Offering Period for Napster Shares

524580.jpg

Best Buy Co., Inc. (NYSE:BBY) successfully concluded the subsequent offering period of the cash tender offer by its wholly-owned subsidiary, Puma Cat Acquisition Corp., to purchase all outstanding shares of common stock of Napster, Inc. (NASDAQ:NAPS). The subsequent offering period followed Best Buy’s initial tender offer, in which Best Buy acquired approximately 35.5 million Napster shares (excluding shares tendered by guaranteed delivery but not delivered), or 75.3 percent of all outstanding Napster shares, and which expired on Oct. 24, 2008.

The subsequent offering period expired at 12:00 midnight, Eastern Time, at the end of Oct. 29, 2008. As of that time, approximately 3.9 million additional Napster shares, representing an additional 8.3 percent of outstanding Napster shares, had been validly tendered and not withdrawn during the subsequent offering period, according to information provided by U.S. Bank National Association, the depositary for the offer. Best Buy accepted for payment all shares validly tendered during the subsequent offering period and intends to make prompt payment for those shares. As a result of the tender offer, Best Buy beneficially owns an aggregate of approximately 40.6 million Napster shares (including approximately 1.1 million shares previously owned by Best Buy), representing approximately 85.9 percent of Napster’s outstanding shares. The aggregate purchase price for all shares tendered pursuant to the tender offer (including the subsequent offering period) is $104.5 million.

Best Buy also announced today that it exercised its “top-up option” under the agreement and plan of merger. The exercise of the top-up option allowed Best Buy to increase its share ownership percentage of Napster through the purchase of newly-issued shares of Napster common stock at the tender offer price. As a result of its purchase of all validly-tendered shares and the exercise of the top-up option, Best Buy beneficially owns more than 90 percent of the outstanding shares of Napster common stock and intends to cause Puma Cat promptly to merge with and into Napster without a meeting of the stockholders of Napster pursuant to the Delaware “short-form” merger statute. Best Buy expects to consumate the merger on or prior to Oct. 31, 2008. As a result of the merger, each outstanding share of Napster common stock will be converted into the right to receive $2.65 per share, in cash, without interest. The only exceptions are shares held by Best Buy or Puma Cat; treasury shares, which will be cancelled; and shares held by stockholders, if any, who properly exercise appraisal rights in accordance with Delaware law. Best Buy expects this process ultimately to result in its ownership of 100 percent of Napster’s common stock.

This news release is neither an offer to purchase nor a solicitation of an offer to sell shares of Napster. Best Buy and Puma Cat are filing an amendment to the original tender offer statement with the SEC. Napster is filing with the SEC an amendment to its original solicitation/ recommendation statement on Schedule 14D-9. These filings contain important information about the tender offer, and Best Buy urges stockholders of Napster to read these filings carefully. These filings are available at no charge at the SEC’s Web site (http://www.sec.gov). The original tender offer statement and the related materials may be obtained for free by directing a request by mail to D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005; by calling (800) 628-8532; or by contacting Best Buy.

About Best Buy
With operations in the United States, Canada, Europe and China, Best Buy is a 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 revenue and includes brands such as Best Buy, Best Buy Mobile, The Carphone Warehouse, Future Shop, Geek Squad, Jiangsu Five Star, Magnolia Audio Video, Pacific Sales Kitchen and Bath Centers, The Phone House and Speakeasy. Approximately 165,000 talented employees help bring the benefits of these brands to life for customers through retail locations, call centers and Web sites, in-home solutions, product delivery and activities in our communities. Community partnership is central to the way we do business. In fiscal 2008, we donated a 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.

Advertisement. Scroll to continue reading.

Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Advertisement

Latest Products

Cyrus Audio 40 PPA Phono Preamp Front

New Products

At $2,899, Cyrus Audio makes a bold claim about its 40 PPA which supports MC and MM cartridges with balanced XLR outputs and upgraded...

iFi Go pod MAX wireless IEM Adapters iFi Go pod MAX wireless IEM Adapters

New Products

The iFi Go Pod Max turns wired IEMs wireless with Bluetooth 5.4, balanced amp, and high-res audio—elevating sound while exposing your IEMs’ true colors.

Dangbei MP1 Max 4K Projector Lifestyle Dangbei MP1 Max 4K Projector Lifestyle

New Products

At under $2,000, the Dangbei MP1 Max is a compact 4K lifestyle projector with Google TV, AI setup, and hybrid laser-LED tech for screens...

Yamaha YH-L500A Wireless Headphones Lifestyle Yamaha YH-L500A Wireless Headphones Lifestyle

New Products

With proprietary Sound Field technology, the Yamaha YH-L500A wireless headphones provide personalized cinematic audio for $229.

V-MODA M10 and M100 Pro DJ Headphones V-MODA M10 and M100 Pro DJ Headphones

New Products

Not all headphones are designed for all listening needs. The V-MODA M-100 PRO and M-10 are affordable headphones that provide the quality and durability...

Bluesound POWERNODE 2025 Streaming Amplifier Lifestyle White Bluesound POWERNODE 2025 Streaming Amplifier Lifestyle White

Digital Music Systems

With upgraded DirectDigital amplification, Bluesound's new POWERNODE is a 2 or 3-channel streaming amplifier with support for a center channel speaker and even a...

Gift Ideas?

Father's Day Gift Guide 2024 Best Tech and HiFi Gifts

Gift Guides

Upgrade Dad's digital lifestyle with gifts he'll enjoy all year and beyond this Father's Day. New Hi-Fi, Headphones, Home Theater and more!

You May Also Like

Advertisement

ecoustics is a hi-fi and music magazine offering product reviews, podcasts, news and advice for aspiring audiophiles, home theater enthusiasts and headphone hipsters. Read more

Copyright © 1999-2024 ecoustics | Disclaimer: We may earn a commission when you buy through links on our site.



SVS Bluesound PSB Speakers NAD Cambridge Audio Q Acoustics Denon Marantz Focal Naim Audio RSL Speakers