Warner Music Group Corp. Stockholders Approve Adoption of Merger Agreement
2011年7月6日 - 10:23PM
Marketwired
Warner Music Group Corp. (NYSE: WMG) (the "Company") announced that
at a special meeting of stockholders held earlier today,
stockholders voted to adopt the previously announced merger
agreement with Airplanes Music LLC and Airplanes Merger Sub, Inc.,
affiliates of Access Industries, Inc. (the "Merger Agreement").
Under the terms of the Merger Agreement, the Company's stockholders
will receive $8.25 per share in cash at the closing of the
transaction. The Company currently expects the merger to be
completed in the third calendar quarter of 2011, although the
Company cannot assure completion by any particular date, if at all.
The adoption of the Merger Agreement was approved by holders of
145,819,757 shares of the Company's outstanding common stock.
165,810 shares voted against the adoption of the Merger
Agreement.
The stockholders of the Company also approved the proposal to
approve, on an advisory (non-binding) basis, certain agreements or
understandings with and items of compensation payable to the
Company's named executive officers that are based on or otherwise
related to the merger (the "golden parachute" compensation).
The approval, on an advisory (non-binding) basis, of the "golden
parachute" compensation was approved by holders of 137,738,124
shares of the Company's outstanding common stock. 7,755,049 shares
voted against the approval of the "golden parachute"
compensation.
About Warner Music Group Corp.
With its broad roster of new stars and legendary artists, Warner
Music Group is home to a collection of some of the best-known
record labels in the music industry including Asylum, Atlantic,
Cordless, East West, Elektra, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word. Warner Music International,
a leading company in national and international repertoire,
operates through numerous international affiliates and licensees in
more than 50 countries. Warner Music Group also includes
Warner/Chappell Music, one of the world's leading music publishers,
with a catalog of more than one million copyrights worldwide. For
more information on Warner Music Group, visit the Warner Music
Group website at www.wmg.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The forward-looking statements include statements
regarding expectations as to the completion of the proposed merger
transaction with Airplanes Music LLC and Airplanes Merger Sub,
Inc., and the other transactions contemplated by the Merger
Agreement relating to the proposed transaction. The forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those referred to in the
forward-looking statements. Such risks include, but are not limited
to, the ability of the parties to the Merger Agreement to satisfy
the conditions to closing specified in the Merger Agreement. More
information about the Company and other risks related to the
Company are detailed in the Company's most recent annual report on
Form 10-K and its quarterly reports on Form 10-Q and current
reports on Form 8-K as filed with the Securities and Exchange
Commission. The Company does not undertake an obligation to update
forward-looking statements.
Contacts: Media: Will Tanous (212) 275-2244 will.tanous@wmg.com
Investors: Jill Krutick (212) 275-4790 jill.krutick@wmg.com
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