MakeMusic & Affiliates of LaunchEquity Announce Extension of Previously Announced Tender Offer for All Outstanding Common Sto...
19 Avril 2013 - 1:13AM
Business Wire
LEAP Acquisition Corporation (the “Offeror”), a wholly-owned
subsidiary of LaunchEquity Acquisition Partners, LLC Designated
Series Education Partners (“Parent”) and sponsored entity of
LaunchEquity Partners, LLC (“LaunchEquity”), and MakeMusic, Inc.
(NASDAQ: MMUS) (“MakeMusic”), announced today that Offeror has
extended the previously announced cash tender offer for all
outstanding MakeMusic shares (the “Offer”) until midnight, New York
City time, on April 30, 2013, unless further extended or earlier
terminated.
The Depositary has informed the Offeror that, as of 5:00 p.m.,
New York City time, today, April 18, 2013, 2,984,666 shares of
common stock have been validly tendered and not validly withdrawn
(including 16,367 shares of common stock tendered pursuant to
notices of guaranteed delivery). The 2,984,666 shares of common
stock along with the 1,362,829 shares of common stock currently
owned by Parent represent approximately 88.6% of MakeMusic’s issued
and outstanding shares of common stock.
On April 16, 2013, the Fourth Judicial District Court of
Minnesota ordered that, amongst other things, the claims contained
in the amended and restated complaint of the plaintiff in Dr.
Ezekiel Kruglick v. MakeMusic, Inc., et al. be stayed pending
the investigation and recommendation of a special litigation
committee appointed by MakeMusic’s Board of Directors. The Offer is
being extended to allow additional time for such special litigation
committee to conclude its investigation and make its
determination.
Except as set forth herein, the complete terms and conditions of
the Offer remain the same as set forth in the Offer to Purchase
dated March 22, 2013, as amended, and the related letter of
transmittal.
LaunchEquity, Offeror and Parent will amend their Tender Offer
Statement, as amended, filed with the Securities and Exchange
Commission (the “SEC”) to reflect this extension.
Questions and requests for assistance may be directed to
Morrow & Co., LLC, the Information Agent for the Offer, at
800-607-0088 (toll-free) or by email at mmus.info@morrow.com (banks
and brokers may call at 800-662-5200). Requests for copies of the
documents related to the Offer and other related materials may also
be directed to the Information Agent. A shareholder may also
contact such shareholder’s broker, dealer, commercial bank, trust
company or other nominee for assistance.
About MakeMusic, Inc.
MakeMusic®, Inc. is a world leader in music technology whose
mission is to develop and market solutions that transform how music
is composed, taught, learned and performed. For more than 20 years,
Finale® has been the industry standard
in music notation software, enabling composers, arrangers,
musicians, teachers, students and publishers to create, edit,
audition, print and publish musical scores. MakeMusic is also the
creator of SmartMusic® interactive
software that is transforming the way students practice. With
SmartMusic, students and teachers have access to thousands of band,
orchestra and vocal pieces allowing students to practice with
background accompaniment and get immediate feedback on their
performance. SmartMusic allows teachers to individualize
instruction and document the progress of every student. The
SmartMusic Inbox™, an Android™ and Apple® mobile
application, provides additional access for teachers to review,
grade and comment on student assignments. MusicXML™ is an
Internet-friendly way to publish musical scores, enabling musicians
to distribute interactive sheet music online and to use sheet music
files with a wide variety of musical applications. Garritan™
sound libraries provide musicians with state-of-the-art virtual
instruments with the playback quality of a live performance.
Additional information about this Minnesota company can be found at
www.makemusic.com.
About LaunchEquity
LaunchEquity Partners, LLC is an investment entity that provides
growth capital and strategic leadership to intellectual-property
based businesses.
Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between MakeMusic and LaunchEquity, the expected
timetable for completing the transaction and any other statements
concerning future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements. Generally, forward-looking
statements include expressed expectations, estimates and
projections of future events and financial performance and the
assumptions on which these expressed expectations, estimates and
projections are based. Statements that are not historical facts,
including statements about the beliefs and expectations of the
parties and their management are forward-looking statements. All
forward-looking statements are inherently uncertain as they are
based on various expectations and assumptions about future events,
and they are subject to known and unknown risks and uncertainties
and other factors that can cause actual events and results to
differ materially from historical results and those projected.
Risks and uncertainties include the satisfaction of closing
conditions for the acquisition, including the tender of a number of
shares that, when added to the shares owned by Parent and its
affiliates, constitutes a majority of MakeMusic’s outstanding
shares on a fully-diluted basis, and the possibility that the
transaction will not be completed, or if completed, not completed
on a timely basis.
Neither LaunchEquity nor MakeMusic can give any assurance that
any of the transactions contemplated by the Merger Agreement will
be completed or that the conditions to the tender offer and the
back-end merger will be satisfied. A further list and description
of additional business risks, uncertainties and other factors can
be found in MakeMusic’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2012, as well as other MakeMusic SEC
filings. Copies of these filings, as well as subsequent filings,
are available online at www.sec.gov and www.makemusic.com. Many of
the factors that will determine the outcome of the subject matter
of this communication are beyond LaunchEquity’s or MakeMusic’s
ability to control or predict. Neither LaunchEquity nor MakeMusic
undertakes to update any forward-looking statements as a result of
new information or future events or developments.
IMPORTANT NOTICE: This press release is for informational
purposes only and is neither an offer to buy nor the solicitation
of an offer to sell any shares or other securities nor a
solicitation of tenders with respect to the Offer. The Offer
described herein will not be made in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such
offer or solicitation under applicable state or foreign securities
or “blue sky” laws.
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