(Nasdaq:ARTD) today announced that its board of directors has
authorized the repurchase of up to 2.0 million shares, or
approximately 5.3%, of ARTISTdirect's approximately 37.7 million
outstanding shares of common stock.
The repurchase will be made through a "Dutch Auction" style
self-tender offer, at an expected offering range of between $1.25 and
$1.50 per share, subject to market conditions prior to commencement of
the tender offer. Commencement of the proposed tender offer and the
definitive terms thereof will be subject to the completion of all
necessary regulatory filings. The tender offer is currently expected
to commence during the week of Feb. 19, 2001.
If the number of shares tendered is greater than the number
sought, the company will select the tendered price within the range
that allows the company to repurchase the entire 2.0 million shares at
the lowest aggregate price, with purchases to be made on a pro-rata
basis for stockholders tendering at or below the purchase price. If
the tender offer is accepted in its entirety, the company will have
approximately 35.7 million shares of common stock outstanding after
its completion. The Company plans to fund the tender offer from its
existing cash and the liquidation of short-term investments.
"With our strong cash position and the significant discount to
cash value per share reflected in our trading price, our board of
directors views the tender offer as a prudent use of the Company's
resources," said Marc Geiger, ARTISTdirect's chairman and CEO.
This proposed tender offer is distinct from the previously
disclosed rescission offer, pursuant to which ARTISTdirect plans to
offer to repurchase certain options and shares issued prior to the
Company's March 2000 initial public offering.
About ARTISTdirect Inc.
ARTISTdirect Inc. (Nasdaq:ARTD) is a music and media company that
combines an online music network with integrated offline assets to
provide a single-stop solution for music fans, artists, labels and
advertisers. ARTISTdirect.com (www.artistdirect.com), a comprehensive
online destination, blends music programming, community, e-commerce
retail and digital music services. Through the ARTISTdirect Talent
Agency, the company also manages offline musical tour booking and
develops event-marketing programs extending sponsor reach. The company
has headquarters in Los Angeles.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This news release may contain projections or other
forward-looking statements regarding future events or the future
financial performance of ARTISTdirect. These projections and
statements involve risks and uncertainties. Readers are cautioned that
these statements are based on information currently available to
management and are only predictions. These predictions may differ
materially from the company's actual future events or results.
Potential risks and uncertainties that may affect future events and
the company's business, financial status and operating results
include, among others, general uncertainties related to amounts spent
on online advertising and e-commerce, ARTISTdirect's ability to
attract new artists and retain existing artists, competition in its
industry, including from Web sites offering free music, ability to
enter into new strategic relationships and leverage existing strategic
relationships, ability to increase revenue from online product sales,
advertising and other revenue streams, and to generate revenue from
digital distribution, ability to increase visits to ARTISTdirect's
network of sites, ability to offer compelling content, and ability to
protect and/or obtain intellectual property rights. Although the
company believes that the expectations reflected in the
forward-looking statements are reasonable, ARTISTdirect cannot assure
the public that future results will meet these expectations. Moreover,
neither the company nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements.
ARTISTdirect is under no duty to update any of the forward-looking
statements after the date of this release to conform those statements
to actual results or to changes in the company's expectations. More
information about potential factors that could affect the company's
business and financial results is included in the documents filed by
ARTISTdirect with the SEC, including its most recent Quarterly Report
on Form 10-Q, current report on Form 8-K and its Registration
Statements on Form S-1 and all amendments thereto.
This news release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares of
the Company's common stock. Offers to buy the Company's common stock
will only be made pursuant to the offer to purchase and related
materials that the company will be sending out to stockholders
shortly. Stockholders should read those materials carefully because
they will contain important information, including the various terms
and conditions of the offer. Stockholders will be able to obtain the
offer to purchase and related materials for free at the SEC's Web site
at www.sec.gov or from our information agent, Mellon Investor
Services. Stockholders are urged to carefully read those materials
prior to making any decisions with respect to the offer.
The Company's board of directors has approved the tender offer but
neither the Company nor the board of directors is making any
recommendation to the stockholders as to whether to tender or refrain
from tendering their shares or as to the purchase price or prices at
which stockholders may choose to tender their shares. Stockholders
must make their own decision as to whether to tender their shares and,
if so, how many shares to tender and the price or prices at which such
shares should be tendered.
| CONTACT: |
ARTISTdirect Inc. |
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James B. Carroll, 323/634-4022 |
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jim.carroll@artistdirect.com |
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or |
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Sitrick and Company |
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Art Maulsby/Dawn Rusalov, 310/788-2850 |
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art_maulsby@sitrick.com |
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dawn_rusalov@sitrick.com |
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