Audible (NASDAQ:ADBL)
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Amazon.com, Inc. (NASDAQ:AMZN), today announced the completion of its
initial tender offer for all outstanding shares of Audible, Inc.
(NASDAQ:ADBL). The tender offer expired at 12:00 Midnight, New York City
time, at the end of Monday, March 10, 2008.
As of such time, an aggregate of approximately 20.5 million shares of
Audible common stock (including approximately 773,000 shares that were
tendered pursuant to the guaranteed delivery procedures) had been
tendered into, and not withdrawn from, the offer. All of such shares
have been accepted in accordance with the terms of the tender offer. The
accepted shares, together with the Audible shares already owned by
Amazon.com, represent over 87% of Audible's outstanding shares.
As of 9:00 a.m. New York City time on March 11, 2008, Amazon.com will
commence a subsequent offering period for all remaining shares of
Audible stock. The subsequent offering period will expire at 5:00 p.m.
New York City time on Friday, March 14, 2008, unless extended. During
this subsequent offering period, Audible stockholders who did not
previously tender their shares into the offer may do so and will
promptly receive the same $11.50 per share net to the seller in cash
(subject to applicable withholding taxes), without interest thereon,
offered to stockholders tendering in the initial offering period. No
withdrawal rights will apply to any Audible shares tendered during the
subsequent offering period.
After expiration of the subsequent offering period, as it may be
extended, Amazon.com intends to complete the merger contemplated by the
merger agreement as soon as practicable, with Audible becoming a
wholly-owned subsidiary of Amazon.com.
Securities Law Disclosure
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of Audible common stock have
been made pursuant to an offer to purchase on Schedule TO and related
materials that Amazon.com filed with the SEC on February 11, 2008, as
amended. Audible also filed a solicitation/recommendation statement with
respect to the offer on Schedule 14D-9 on February 11, 2008, as amended.
Audible stockholders and other investors should read these materials
carefully when they become available because they will contain important
information, including the terms and conditions of the offer. Audible
stockholders and other investors will be able to obtain copies of these
materials without charge from the SEC through the SEC's website at www.sec.gov;
from Georgeson Inc., the information agent for the offer, toll-free at
866-328-5439 (banks and brokers call 212-440-9800); from Amazon.com
(with respect to documents filed by Amazon.com with the SEC) by going to
Amazon.com's Investor Relations Website at www.amazon.com/ir;
or from Audible (with respect to documents filed by Audible with the
SEC) by going to Audible's Investor Relations Website at www.audible.com/ir.
Stockholders and other investors are urged to read those materials
carefully prior to making any decisions with respect to the offer.
About Amazon.com
Amazon.com, Inc. (NASDAQ:AMZN), a Fortune 500 company based in Seattle,
opened on the World Wide Web in July 1995 and today offers Earth's
Biggest Selection. Amazon.com, Inc. seeks to be Earth's most
customer-centric company, where customers can find and discover anything
they might want to buy online, and endeavors to offer its customers the
lowest possible prices. Amazon.com and other sellers offer millions of
unique new, refurbished and used items in categories such as books,
movies, music & games, digital downloads, electronics & computers, home
& garden, toys, kids & baby, grocery, apparel, shoes & jewelry, health &
beauty, sports & outdoors, tools, auto & industrial.
Amazon Web Services provides Amazon's developer customers with access to
in-the-cloud infrastructure services based on Amazon's own back-end
technology platform, which developers can use to enable virtually any
type of business. Examples of the services offered by Amazon Web
Services are Amazon Elastic Compute Cloud (Amazon EC2), Amazon Simple
Storage Service (Amazon S3), Amazon SimpleDB, Amazon Simple Queue
Service (Amazon SQS), Amazon Flexible Payments Service (Amazon FPS), and
Amazon Mechanical Turk.
Amazon and its affiliates operate websites, including www.amazon.com,
www.amazon.co.uk, www.amazon.de,
www.amazon.co.jp, www.amazon.fr,
www.amazon.ca, and the Joyo Amazon
websites at www.joyo.cn and www.amazon.cn.
As used herein, "Amazon.com," "we," "our" and similar terms include
Amazon.com, Inc. and its subsidiaries, unless the context indicates
otherwise.
Forward-Looking Statements
This announcement contains 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. Actual results may differ significantly
from management's expectations. These forward-looking statements involve
risks and uncertainties that include, among others, risks related to the
expected timing and financial or other benefits of the Audible.com
transaction, competition, management of growth, new products, services
and technologies, potential fluctuations in operating results,
international expansion, outcomes of legal proceedings and claims,
fulfillment center optimization, seasonality, commercial agreements,
acquisitions and strategic transactions, foreign exchange rates, system
interruption, significant amount of indebtedness, inventory, government
regulation and taxation, payments and fraud. More information about
factors that potentially could affect Amazon.com's financial results is
included in Amazon.com's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended
December 31, 2007, and subsequent filings.
About Audible.com
Audible (www.audible.com) is the
leader in spoken audio information and entertainment on the Internet.
Content from Audible is downloaded and played back on personal
computers, CDs, or AudibleReady computer-based and wireless mobile
devices. Audible and its wholly owned subsidiary, Audible.co.uk, have
almost 200,000 hours of audio programs from more than 520 content
partners that include leading audiobook publishers, broadcasters,
entertainers, magazine and newspaper publishers, and business
information providers. Audible's alliances in Germany and France offer
an additional 20,000 hours of audio programming. Audible is the
pre-eminent provider of spoken-word audio products for Apple's iTunes
Store. Audible has a headquarters in Newark, NJ, and an office in
London, England. Audible, audible.com, AudibleListener, and AudibleReady
are registered trademarks of Audible, Inc. and all are part of the
family of Audible, Inc., trademarks.