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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 consumers.
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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Subject Line: IMPORTANT ANNOUNCEMENT FOR MP3.COM CUSTOMERS
An important message for MP3.com customers:
It was announced May 20, 2001 that MP3.com has entered into an agreement to be
acquired by Vivendi Universal. At this time, we want not only to share this good
news with you but answer some of the questions you may have.
We believe the proposed Vivendi Universal acquisition of MP3.com stands to
benefit our customers in great and varied ways by providing us with the
resources and support needed to become the central point for the digital
distribution of all music. You can look forward to new and exciting services
that will greatly improve your music listening experience.
Those paying for services and products such as Channels, DAM CDs, etc. will
continue to be billed through their MP3.com account. The MP3.com Privacy Policy
remains intact and ensures that your personal information will not be shared
with outside parties.
Below is a short FAQ answering some of the questions regarding the Vivendi
Universal acquisition of MP3.com.
Thank you for your patronage. We look forward to continuing to serve your needs.
Sincerely,
MP3.com
** Press Release **
Find the press release at the address below:
http://pr.mp3.com/pr/337.html
**MP3 Summit 2001**
To hear more about the future of digital music distribution, please join us at
the MP3 Summit July 12-13, 2001. Find more information at:
http://www.mp3.com/summit/2001/index.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 services and products offered to independent artists cease?
A. We expect to continue our current offerings to artists including
marketing, promotion, and a full roster of online services for all
artists. We also expect that our current artist services will remain in
effect including our Payback for Playback program. There will be no
automatic changes to artist contracts as a result of the transaction,
and artists will continue to own the rights to their music.
Q. How long will it take to complete this transaction? What will happen at
that time?
A. While we cannot be certain of any anticipated closing date, normally
transactions of this nature take between 90-120 days to complete.
Q. Will the company discontinue being a public entity? If yes, when?
A. MP3.com will no longer be a public company effective at the time of the
merger.
Q. I am a shareholder. What is my stock worth? How can I cash in my stock?
A. Shares of MP3.com will continue to be traded on Nasdaq until the close
of the transaction. MP3.com shareholders will have the ability to elect
$5 per share in cash, a number of Vivendi Universal shares (in the form
of American Depositary Receipts) having a value of $5, or any
combination thereof. This election will be subject to aggregate
transaction consideration caps of 50% cash consideration and 50% share
consideration, which may result in proration. The transaction has been
structured as a reorganization that will be tax free to MP3.com
shareholders to the extent they receive Vivendi Universal shares.
Q. What was your thought process in deciding to be acquired by Vivendi
Universal?
A. A partnership with Vivendi Universal was in the best interest of our
shareholders. With Vivendi Universal's global resources, our strategic
vision for the digital music industry takes on a whole new meaning -- it
becomes super-charged.
Q. What is ahead for MP3.com?
A. We will continue with our current MP3.com pursuits, but also work with
our new partners to innovate subscription systems and music offerings
that reach a global audience across many devices. We believe consumers
will see the full promise of digital music. Artists and consumers are
the winners in this partnership.
Q. How will the MP3.com web site look going forward?
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A. We anticipate no change to the MP3.com web site and feel this new
partnership will strengthen our ability to improving our products and
services for artists and consumers.
Q. Will the MP3.com web site contain just Universal content going forward?
A. No, MP3.com will remain an independent promoter and distributor of music
for all independent artists and record labels.
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. Any changes not
within the scope of such agreements would, of course, need to be agreed
to by the various artists. MP3.com will continue to function as an
independent distributor of music content for all independent artists and
record labels.
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