Contact Information: Media Contact: Will Tanous Warner Music Group Corp. +1 (212) 275 2244 Hugh Morrison M: Communications +44 (0) 20 7153 1534 Investor Contact: Jill Krutick Warner Music Group Corp. +1 (212) 275 4790
Not For Release, Publication or Distribution in or Into Canada, Australia or Japan
Statement From Warner Music Group Corp. Regarding EMI Group plc
| Source: Warner Music Group
NEW YORK, NY--(Marketwire - June 11, 2007) - Warner Music Group Corp. (NYSE : WMG ) confirms
that it continues actively to consider an offer for EMI Group plc. Such an
offer would be pre-conditional on appropriate anti-trust clearances being
obtained (or the pre-conditions waived) but not subject to any other
pre-condition. A further announcement will be made in due course.
This announcement does not amount to a firm intention to make an offer or
pre-conditional offer and accordingly there can be no certainty that any
offer or pre-conditional offer will be made.
About WMG
WMG 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, WMG is home to a collection of the best-known record
labels in the music industry including Asylum, Atlantic, Bad Boy,
Cordless, East West, Elektra, Lava, Maverick, Nonesuch, Perfect Game,
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. WMG also includes Warner/Chappell
Music, one of the world's leading music publishers.
This announcement does not constitute an offer or an invitation to purchase
any securities in any jurisdiction.
The Directors of WMG accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for WMG and
no one else in connection with the possible offer and will not be
responsible to anyone other than WMG for providing the protections afforded
to customers of Goldman Sachs International and or advice in relation to
the possible offer.
Lehman Brothers International (Europe), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting
exclusively for WMG and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than WMG for providing the protections afforded to clients of Lehman
Brothers International (Europe) nor for providing advice in relation to
this announcement or any matter referred to herein.
"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. Our
expectations, beliefs and projections are expressed in good faith and we
believe there is a reasonable basis for them. However, there can be no
assurance that management's expectations, beliefs and projections will
result or be achieved. Investors should not rely on forward-looking
statements, including, but not limited to, any statements regarding
consideration of an offer by WMG for EMI. Please refer to our Form 10-K,
Form 10-Q and other filings with the Securities and Exchange Commission
concerning other factors that could cause actual results to differ
materially from those described in our forward-looking statements.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, 'interested' (directly or indirectly) in 1 per cent or more of any
class of 'relevant securities' of EMI, all 'dealings ' in any 'relevant
securities' of EMI (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on
which the 'offer period' otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of EMI, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all 'dealings' in
'relevant securities' of EMI by WMG or EMI, or by any of their respective
'associates,' must be disclosed by no later than 12.00 noon (London time)
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also
be found on the Takeover Panel's website. If you are in any doubt as to
whether or not you are required to disclose a 'dealing' under Rule 8, you
should consult the Takeover Panel.