LEAP Acquisition Corporation Successfully Completes Cash Tender Offer for Shares of MakeMusic, Inc.
2013年5月1日 - 8:30PM
ビジネスワイヤ（英語）
LEAP Acquisition Corporation (“LEAP”), a wholly-owned subsidiary
of LaunchEquity Acquisition Partners, LLC Designated Series
Education Partners (“LaunchEquity”) and sponsored entity of
LaunchEquity Partners, LLC, and MakeMusic, Inc. (Nasdaq: MMUS)
(“MakeMusic”) announced today the successful completion of LEAP’s
tender offer for all of the outstanding shares of common stock of
MakeMusic at a purchase price of $4.85 per share. As of the
expiration of the offer, 3,027,792 shares of common stock of
MakeMusic were validly tendered and not withdrawn in the tender
offer (including 2,780 shares of common stock tendered pursuant to
notices of guaranteed delivery). All of such shares have been
accepted for payment in accordance with the terms of the tender
offer. The tender offer expired at 12:00 midnight, New York City
time, on April 30, 2013. As a result of the tender offer, LEAP now
owns, together with its affiliates, approximately 89.4% of the
outstanding shares of MakeMusic.
As part of the successful completion of the tender offer, LEAP
intends to exercise its right, granted under the merger agreement
with MakeMusic pursuant to which the tender offer was made, to
purchase directly from MakeMusic an additional number of shares
sufficient to give LEAP ownership of at least one share more than
90% of MakeMusic’s shares (on a fully diluted basis), when combined
with the shares held by LaunchEquity, LEAP or its affiliates at the
time of such exercise. Such purchase of additional shares will
allow LEAP to complete and close the merger and acquisition of
MakeMusic today without shareholder approval. Upon completion of
the merger, LEAP will be merged with and into MakeMusic. All issued
and outstanding shares of common stock of MakeMusic, other than
shares held by LEAP, LaunchEquity or MakeMusic or shares held by
MakeMusic’s shareholders who are entitled to and properly exercise
appraisal rights under Minnesota law, will be canceled and
converted into the right to receive cash equal to the $4.85 offer
price per share, without interest. In addition, upon completion of
the merger, the common stock of MakeMusic will cease to be traded
on the NASDAQ Capital Market.
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.
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, 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
the conditions to 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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