EMI Group plc (“EMI” or the “Company”) announces that it has received a non-binding proposal from Warner Music Group (“WMG”) indicating that WMG might be prepared to make an offer, pre-conditional on regulatory clearance, of 260 pence per share in cash for EMI, subject to numerous assumptions and conditions.
At a regular Board meeting of EMI held earlier today, WMG’s proposal was considered by the Board which concluded that it is not in the best interests of EMI shareholders to entertain a pre-conditional offer which would entail prolonged regulatory uncertainty and unacceptable operational risk at a critical time for the Company. The Board also regards a price of 260 pence per share as inadequate, having regard to the stand-alone value of EMI, the synergies available from a combination with WMG and the risks identified above.
There can be no certainty that the approach by WMG will lead to an offer being made for the Company or as to the terms on which any offer might be made. As required by The Takeover Code, EMI confirms that this announcement is not being made with the agreement or approval of WMG.
EMI remains focused on maximising the performance of the business including implementation of the restructuring programme announced on 12 January 2007.
The Directors of EMI Group plc 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Warner Music Group Corp. (“Warner Music Group”) or of the Company, all “dealings” in any “relevant securities” of that company (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 Warner Music Group or the Company, 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 Code, all “dealings” in “relevant securities” of Warner Music Group or of the Company by Warner Music Group or the Company, 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 Code, which can also be found on the 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 Panel.