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Filed by MP3.com, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: MP3.com, Inc.
Commission File No. 0-26697
The message below was sent via electronic mail to MP3.com's artists.
Statements in this document that are not strictly historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements may
reference or include activities, events or specific benefits expected to occur
in connection with Vivendi Universal's proposed acquisition of MP3.com, Inc.
These statements involve a high degree of risk and uncertainty, are only
predictions, and actual events or results may differ materially from those
projected in such forward-looking statements. Factors that could cause or
contribute to differences include risks related to: MP3.com's litigation
proceedings, including without limitation the inability to reach settlement with
all parties to such proceedings; risks related to activities, events, benefits
or specific synergies expected to occur in connection with Vivendi Universal's
proposed acquisition of MP3.com; MP3.com's new and uncertain business model;
acceptance of MP3.com's products and services; MP3.com's limited operating
history; and MP3.com's rapid growth, as well as other risks detailed from time
to time in MP3.com's reports to the Securities and Exchange Commission,
including its report on Form 10-K for the year ended December 31, 2000 and its
most recent report on Form 10-Q.
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IMPORTANT ANNOUNCEMENT FOR MP3.COM ARTISTS
An important message for the MP3.com Artist Community:
We're excited to share a breaking announcement that MP3.com has recently entered
into an agreement to be acquired by Vivendi Universal. As a member of our most
vital community, we wanted not only to share this good news with you and answer
some of your questions, but offer our thanks for your role in our success. It is
the talent, passion and dedication of artists such as yourself that has helped
fuel our site over the past 3 years.
In the transaction, MP3.com would become a wholly-owned subsidiary of Vivendi
Universal contributing to their strategic objective of becoming the world's
premier creator and provider of personalized information, entertainment and
services to consumers. This new partnership is expected to strongly reinforce
our efforts in online music, subscriptions, brand, content and more importantly,
technology.
Below is a short FAQ answering some of the questions you may have regarding the
Vivendi Universal acquisition of MP3.com. In the meantime, we will continue to
make open communication a number one priority and keep you updated on pertinent
developments.
This announcement stands to benefit our artist community in great and varied
ways by providing MP3.com with the resources and support needed to become the
central point for the digital distribution of all music.
We look forward to continued and shared success with our artist community.
Sincerely,
MP3.com
** Press Release **
Find the press release at the address below:
http://click.mp3.com/c/n_322311337/t_ditD/u_click/c/n_334574456/t_dity/u_pr/pr
/337.html
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** FAQ **
Q. Who is Vivendi Universal?
A. Vivendi Universal is a multi-national, $65 billion corporation that
operates well-regarded properties in the telecommunications, tv/film,
publishing, music, Internet and environmental services spaces.
Q. Will MP3.com artists remain independent?
A. Yes. The terms and conditions of the various artist agreements will not
automatically change as a result of this transaction. MP3.com will
continue to function as an independent distributor of music content for
all independent artists and record labels.
Q. Will my music belong to Vivendi Universal?
A. No. As stated above, the terms and conditions of the various artist
agreements will not automatically change as a result of this
transaction.
Q. Will MP3.com continue to operate as it does today?
A. MP3.com will maintain its role as an independent distributor of music on
the Internet. MP3.com will continue with current pursuits, as well as
work with new partners to innovate subscription systems and music
offerings that reach a global audience across many devices.
Q. How will this announcement affect me? What will change?
A. MP3.com will continue with its current offerings, including marketing,
promotion and a full roster of online services for all artists.
Q. Will Payback for Playback continue?
A. All current artist services will remain in effect.
Q. I'm also a shareholder. How will this announcement impact my stock
holdings?
A. Shareholders of MP3.com will receive $5.00 per share in cash or Vivendi
Universal stock. It is not guaranteed that all outstanding shares will
be exchanged for cash, but they will be exchanged for at least 50
percent cash and 50 percent stock - again, based on the aggregate
election of all shareholders.
Note Concerning Proxy Materials
Vivendi Universal and MP3.com will file a proxy statement/prospectus and other
documents regarding the proposed merger described in this document with the
Securities and Exchange Commission. Investors and security holders are urged to
read the proxy statement/prospectus when it becomes available, because it will
contain important information about Vivendi Universal and MP3.com and the
proposed transaction. A definitive proxy statement/prospectus will be sent to
security holders of MP3.com seeking their approval of the transaction. Investors
and security holders may obtain a free copy of the definitive proxy
statement/prospectus (when available) and other documents filed by Vivendi
Universal and MP3.com with the SEC at the SEC's web site at www.sec.gov.
MP3.com, Vivendi Universal and their respective directors, executive officers
and certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of MP3.com stockholders to approve
the proposed merger. Such individuals may have interests in the merger,
including as a result of holding options or shares of MP3.com stock. A detailed
list of the names, affiliations and interests of the participants in the
solicitation will be contained in the proxy statement that will be filed by
MP3.com with the SEC.
The definitive proxy statement/prospectus and other documents may also be
obtained free of cost by directing a request to the following Investor Relations
contacts:
Vivendi Universal, Investor Relations:
Paris: Ariane de Lamaze, 011-33-1-71-71-1084
or
New York: Eileen McLaughlin, 212-572-8961
or
MP3.com, Investor Relations:
Karen Silva, 858-623-7222