Amazon.com Completes Initial Tender Offer for Audible and Announces Subsequent Offering Period to Expire March 14, 2008
11 March 2008 - 9:00PM
Business Wire
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tendered into, and not withdrawn from, the offer.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.
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