Minneapolis, MN (Top40 Charts/ MakeMusic) MakeMusic, Inc. (NASDAQ: MMUS), a world leader in music technology, and LaunchEquity Acquisition Partners, LLC Designated Series Education Partners ("LEAP"), an affiliate of LaunchEquity Partners, LLC, today announced that they have entered into a definitive merger agreement under which LEAP will acquire MakeMusic through an all-cash transaction. A special committee of MakeMusic's Board of Directors, consisting of independent directors, and MakeMusic's Board of Directors have unanimously approved the transaction.
"The special committee and board believe this transaction represents an attractive value and are pleased to recommend it to MakeMusic's shareholders. Equally important, we believe this step will create new opportunities for the company, its partners and employees."
Under the terms of the agreement, LEAP, through a wholly-owned subsidiary, will commence a tender offer to purchase all outstanding shares of MakeMusic at $4.85 per share in cash, which represents a premium of approximately 31% over the closing share price on March 12, 2013, the last trading day prior to today's announcement. MakeMusic anticipates that tender offer materials will be provided to shareholders around the end of March 2013.
The tender offer will be followed by a back-end merger, which may be effected without the need for a shareholder vote depending on LEAP's percentage ownership of MakeMusic's common stock after the close of the tender offer. As of the date of the agreement, LEAP beneficially owned approximately 27.8% of the outstanding common stock of MakeMusic. At the effective time of the merger, each share of common stock that has not been tendered and accepted in the tender offer (other than shares owned by LEAP or its affiliates or shares subject to perfected appraisal rights under applicable law) will be converted into the right to receive the offer price of $4.85 per share.
The transaction is expected to close in the second quarter of 2013, subject to the satisfaction of customary closing conditions, including the tender of a number of shares that, when added to the shares owned by LEAP and its affiliates, constitutes a majority of MakeMusic's outstanding shares on a fully-diluted basis. The acquisition is not subject to any financing contingencies.
Robert B. Morrison, Chairman of the Board of MakeMusic, commented, "The special committee and board believe this transaction represents an attractive value and are pleased to recommend it to MakeMusic's shareholders. Equally important, we believe this step will create new opportunities for the company, its partners and employees."
Advisors
Lazard Middle Market LLC served as financial advisor, and Fredrikson & Byron, P.A. served as legal advisor, to MakeMusic in connection with the transaction.
Olshan Frome Wolosky LLP served as legal advisor to LaunchEquity.
