Warner Music Group Corp
20 February 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR
STATEMENT REGARDING POTENTIAL WARNER MUSIC GROUP CORP. PROPOSAL TO ACQUIRE EMI
NEW YORK, February 20, 2007 - Warner Music Group Corp. (NYSE: WMG) confirmed
today, in response to EMI Group plc's ('EMI') announcement of earlier today,
that it has approached EMI about a possible acquisition of the entire equity of
WMG approached EMI on January 24, 2007, following WMG having obtained the
agreement of the Independent Music Publishers and Labels Association ('IMPALA')
to provide full and complete support for the acquisition of EMI by WMG before
the European Commission and other relevant regulatory authorities in light of
commitments to enhance competition and market access. If WMG were to make an
offer for EMI within the meaning of the U.K. Takeover Code, WMG has agreed with
IMPALA, subject to the closing of such an offer, to implement certain measures
* providing specified funding for (but taking no equity participation
in) the recently announced Merlin initiative, the new global digital rights
licensing platform established by the independent music labels to represent the
world's independent music sector;
* ensuring the divestiture of certain recorded music assets to
reinforce the market power of the independent sector; and
* pursuing various other behavioral commitments which have the aim of
benefiting the recorded music market as a whole and, in particular, the
independent music sector.
WMG believes that the agreement reached with IMPALA and the measures envisaged
under it, by setting a new framework for the relationship between a combined WMG
and EMI and the independent music sector, which is designed to enhance
competition across the industry, improves the prospects for regulatory approval
of a combination of WMG and EMI. The agreement between WMG and IMPALA does not
require IMPALA to change its position in relation to any other pending
regulatory and legal proceedings. IMPALA will maintain its position that the
Sony/BMG and Universal/BMG transactions continue to raise competition issues
unless suitable remedies are offered.
WMG believes that there is a compelling strategic, commercial and financial
logic in a combination of the two companies and that such a combination should
maximize benefits for the shareholders of both companies.
WMG's approach to EMI, however, remains in the preliminary stages and there can
be no certainty that the discussions will result in any specific transaction.
About Warner Music Group
Warner Music Group (WMG) became the only stand-alone music company to be
publicly traded in the United States in May 2005. With its broad roster of new
stars and legendary artists, WMG is home to a collection of the best-known
record labels in the music industry including Asylum, Atlantic, Bad Boy,
Cordless, East West, Elektra, Lava, Maverick, Nonesuch, Reprise, Rhino,
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
IMPALA was established in April 2000 as a non-profit making organization with
the purpose of ensuring assistance and fair market access to independent record
companies and music publishers.
IMPALA has an all-independent membership which represents the interests of the
independent music sector. IMPALA members include main independent companies
such as Beggars Group (UK), !K7 (Germany), Epitaph (US/NL), Naive (France), PIAS
Group (Belgium), Wagram (France), as well as national trade associations from
the UK (AIM), France (UPFI), Germany (VUT), Spain (UFI), Italy (PMI), Denmark
(DUP), Norway (FONO), Israel (PIL) and Sweden (SOM) and the Catalonian
Warner Music Group
+44 (0) 20 7153 1534
Warner Music Group
This announcement does not amount to a firm intention to make an offer within
the meaning of the UK Takeover Code. Accordingly, there can be no certainty
that any offer will be made.
This announcement does not constitute an offer or an invitation to purchase any
securities in any jurisdiction.
The Directors of Warner Music Group Corp. 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
'Safe Harbor' Statement under Private Securities Litigation Reform Act of 1995:
This communication includes forward-looking statements that reflect the current
views of Warner Music Group about future events and financial performance.
Words such as 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,'
'intends,' 'believes,' 'forecasts' and variations of such words or similar
expressions that predict or indicate future events or trends, or that do not
relate to historical matters, identify forward-looking statements. Our
expectations, beliefs and projections are expressed in good faith and we believe
there is a reasonable basis for them. However, there can be no assurance that
management's expectations, beliefs and projections will result or be achieved.
Investors should not rely on forward-looking statements, including, but not
limited to, statements regarding the anticipated benefits from or completion of
a transaction combining the businesses of Warner Music Group and EMI or the
value to be realized by shareholders from such a combination, because they are
subject to a variety of risks, uncertainties, and other factors that could cause
actual results to differ materially from our expectations. Please refer to our
Form 10-K, Form 10-Q and other filings with the Securities and Exchange
Commission concerning other factors that could cause actual results to differ
materially from those described in our forward looking statements.
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
'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
Takeover Panel's website.
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