ESPOO, Finland and SEATTLE, Washington, August 8
/PRNewswire-FirstCall/ -- Nokia (NYSE:NOK) and Loudeye Corp.
(NASDAQ:LOUD) today announced that they have signed an agreement
for Nokia to acquire Loudeye for approximately USD 60 million.
Loudeye is a global leader of digital music platforms and digital
media distribution services. Under the terms of the agreement,
Loudeye stockholders will receive USD 4.50 per share in cash for
each share of Loudeye common stock. By acquiring Loudeye, Nokia can
offer consumers a comprehensive mobile music experience, including
devices, applications and the ability to purchase digital music.
The multi-function mobile device will become the preferred medium
for enjoying music and Nokia is leading this trend. With music
optimized products like the Nokia N91 and other Nokia devices,
Nokia sold more than 15 million music enabled devices in the 2nd
quarter, making it the world's largest manufacture of digital music
players. "Music is a key experience for Nokia and Nokia Nseries
multimedia computers and we want to be able to offer the best fully
integrated mobile music experience to our customers. Loudeye brings
a number of key assets to Nokia, including a great team of people,
a substantial content catalogue and a robust service platform that
will help us to achieve this objective," said Anssi Vanjoki,
executive vice president and general manager, Multimedia, Nokia.
"People should be able to access all the music they want, anywhere,
anytime and at a reasonable cost. With this acquisition, we aim to
deliver that vision and a comprehensive music experience to Nokia
device owners during 2007." Loudeye operates 60 live services in
over 20 countries and multiple languages across Europe and South
Africa, Australia and New Zealand. Loudeye aggregates rights and
content from all the major labels and hundreds of independents and
currently offers licensed catalog and complete media for over 1.6
million tracks. "This agreement recognizes the key roles that
Loudeye and our people play in the digital mobile music market, and
reflects the power of our products, our team and our technology,"
said Michael Brochu, president and chief executive officer of
Loudeye. "Our combined teams will deliver a comprehensive mobile
music experience to Nokia device owners all over the world. With an
industry leading music experience, a robust service platform, and
extensive music rights, Loudeye has long been committed to
delivering on the digital music needs of consumers, and we've built
a leadership brand in the digital music marketplace". Nokia Nseries
multimedia computers represent the next leap forward in personal
computing. The multimedia computer offers all the functionalities
of a PC and many portable single purpose devices in a connected
mobile device that is always with you and always connected. Because
multimedia computers have a programmable operating system, people
can download and install software applications. Unlike most mobile
devices, this means people can add features and applications to
their multimedia computers without having to buy a new device. Tens
of millions of Nokia devices have a music player and every Nokia
Nseries device incorporates a music player, high memory capacity
and an FM radio, as well as support for a wide range of digital
music formats including MP3, M4A, AAC and WMA. With the Nokia
Nseries, you can quickly and easily find and purchase music over
the air and download it to your device from your music store. Or,
simply drag and drop your personal music collection from your PC to
your Nokia Nseries device or synchronize your recent music
purchases with your PC via Bluetooth or USB cable. The transaction
is expected to be completed in the fourth quarter of 2006. Closing
of the transaction is subject to satisfaction of a number of
conditions, including approval of Loudeye's stockholders,
regulatory approvals, obtaining consents from third parties to the
continuation, modification, extension and/or termination of certain
specified contracts, and the absence of a material adverse effect
in Loudeye's business or operations, including loss of employees,
loss of customers, or failure to maintain a minimum specified cash
balance, each as described in the merger agreement. About Nokia
Nseries Nokia Nseries is a range of high performance multimedia
devices that delivers unparalleled mobile multimedia experiences by
combining the latest technologies with stylish design and ease of
use. With Nokia Nseries products, consumers can use a single device
to enjoy entertainment, access information and to capture and share
pictures and videos, whenever and wherever they want. About Nokia
Nokia is the world leader in mobile communications, driving the
growth and sustainability of the broader mobility industry. Nokia
connects people to each other and the information that matters to
them with easy-to-use and innovative products like mobile phones,
devices and solutions for imaging, games, media and businesses.
Nokia provides equipment, solutions and services for network
operators and corporations (http://www.nokia.com/). About Loudeye
Loudeye is a worldwide leader in business-to-business digital media
solutions. Loudeye combines innovative services with a broad
catalog of licensed digital music and an industry leading digital
media infrastructure, enabling partners to rapidly and cost
effectively launch complete, customized digital media stores and
services. Loudeye is headquartered in Seattle, USA with offices in
London and Bristol UK, Paris France, Cologne Germany and Milan
Italy. It employs approximately 130 people with reported revenue in
2005 of approximately $20.3 million, excluding discontinued
operations. For more information, visit http://www.loudeye.com/.
Nokia Forward-Looking Statement Disclaimer It should be noted that
certain statements herein which are not historical facts,
including, without limitation, those regarding: A) the timing of
product and solution deliveries; B) our ability to develop,
implement and commercialize new products, solutions and
technologies; C) expectations regarding market growth, developments
and structural changes; D) expectations regarding our mobile device
volume growth, market share, prices and margins, E) expectations
and targets for our results of operations; F) the outcome of
pending and threatened litigation; and G) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate,"
"designed" or similar expressions are forward-looking statements.
Because these statements involve risks and uncertainties, actual
results may differ materially from the results that we currently
expect. Factors that could cause these differences include, but are
not limited to: 1) the extent of the growth of the mobile
communications industry, as well as the growth and profitability of
the new market segments within that industry which we target; 2)
the availability of new products and services by network operators
and other market participants; 3) our ability to identify key
market trends and to respond timely and successfully to the needs
of our customers; 4) the impact of changes in technology and our
ability to develop or otherwise acquire complex technologies as
required by the market, with full rights needed to use; 5)
competitiveness of our product portfolio; 6) timely and successful
commercialization of new advanced products and solutions; 7) price
erosion and cost management; 8) the intensity of competition in the
mobile communications industry and our ability to maintain or
improve our market position and respond to changes in the
competitive landscape; 9) our ability to manage efficiently our
manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products and solutions;
10) inventory management risks resulting from shifts in market
demand; 11) our ability to source quality components without
interruption and at acceptable prices; 12) our success in
collaboration arrangements relating to development of technologies
or new products and solutions; 13) the success, financial condition
and performance of our collaboration partners, suppliers and
customers; 14) any disruption to information technology systems and
networks that our operations rely on; 15) our ability to protect
the complex technologies that we or others develop or that we
license from claims that we have infringed third parties'
intellectual property rights, as well as our unrestricted use on
commercially acceptable terms of certain technologies in our
products and solution offerings; 16) general economic conditions
globally and, in particular, economic or political turmoil in
emerging market countries where we do business; 17) developments
under large, multi-year contracts or in relation to major
customers; 18) exchange rate fluctuations, including, in
particular, fluctuations between the euro, which is our reporting
currency, and the US dollar, the Chinese yuan, the UK pound
sterling and the Japanese yen; 19) the management of our customer
financing exposure; 20) our ability to recruit, retain and develop
appropriately skilled employees; and 21) the impact of changes in
government policies, laws or regulations; as well as 22) the risk
factors specified on pages 12 - 22 of the company's annual report
on Form 20-F for the year ended December 31, 2005 under "Item 3.D
Risk Factors." Loudeye Forward-Looking Statement Disclaimer This
release contains forward-looking information within the meaning of
the Private Securities Litigation Reform Act of 1995. The
forward-looking statements in this release are based on current
estimates and actual results may differ materially due to risks
associated with the fact that the consummation of the transaction
is subject to numerous closing conditions, including, among others,
(i) the approval of the transaction by Loudeye's stockholders and
by regulatory authorities, (ii) Loudeye's ability to obtain
consents from third parties to the continuation, modification,
extension and/or termination of certain specified contracts, and
(iii) the absence of a material adverse effect in Loudeye business
or operations, including as a result of loss of employees, loss of
customers or failure to maintain a minimum specified cash balance,
each as described in the merger agreement; the risk that the
transaction may not be consummated if the conditions to closing are
not satisfied or waived; the risk that Nokia has certain
termination rights in the definitive merger agreement including as
a result of a material adverse effect in Loudeye's business or
operations; the effect of announcement of the proposed transaction
on Loudeye's business and the overall demand for Loudeye's
services; the timing of market adoption and movement toward digital
mobile music offerings; the ability of Loudeye to offer its
services into new territories and markets; the market adoption of
new mobile music devices; margin erosion or market shrinkage; other
risks set forth in Loudeye's most recent Form 10-Q, Form 10-K and
other SEC filings which are available through EDGAR at
http://www.sec.gov/. These are among the primary risks we foresee
at the present time. Loudeye assumes no obligation to update the
forward-looking statements. Additional Information and Where to
Find It In connection with Loudeye's solicitation of proxies with
respect to the meeting of stockholders to be called with respect to
the proposed merger, Loudeye will file with the Securities and
Exchange Commission (the "SEC"), and will furnish to stockholders
of Loudeye, a proxy statement. Stockholders are advised to read the
proxy statement when it is finalized and distributed to
stockholders because it will contain important information.
Stockholders will be able to obtain a free-of-charge copy of the
proxy statement (when available) and other relevant documents filed
with the SEC from the SEC's website at http://www.sec.gov/.
Stockholders will also be able to obtain a free-of-charge copy of
the proxy statement and other relevant documents (when available)
by directing a request by mail or telephone to Loudeye Corp.,1130
Rainier Avenue South, Seattle, WA 98144, Attention: Corporate
Secretary, Telephone: (206) 832-4009, or from Loudeye's website,
http://www.loudeye.com/. Loudeye and certain of its directors,
executive officers and other members of management and employees
may, under the rules of the SEC, be deemed to be "participants" in
the solicitation of proxies from stockholders of Loudeye in favor
of the proposed merger. Information regarding the persons who may
be considered "participants" in the solicitation of proxies will be
set forth in Loudeye's proxy statement when it is filed with the
SEC. Information regarding certain of these persons and their
beneficial ownership of Loudeye common stock as of March 1, 2006 is
also set forth in the Schedule 14A filed by Loudeye on May 10, 2006
with the SEC. This document is available free of charge at the
SEC's web site at http://www.sec.gov/ or by going to Loudeye's
corporate website at http://www.loudeye.com/. In addition, Nokia
may be deemed to be participating in the solicitation of proxies
from Loudeye's stockholders in favor of the approval of the
proposed merger. Information concerning Nokia's directors and
executive officers is set forth in Nokia's proxy material for its
2006 annual general meeting, which was filed with the SEC on
February 16, 2006, and Nokia's 2005 annual report on Form 20-F
filed with the SEC on March 2, 2006. These documents are available
free of charge at the SEC's web site at http://www.sec.gov/ or by
going to Nokia's Investor Relations page on its corporate website
at http://www.nokia.com/. http://www.nokia.com/ DATASOURCE: Nokia
CONTACT: Nokia - Media Contacts: Nokia, Multimedia, Communications,
Kari Tuutti, Tel. +358-7180-45667, Email: . Investor Contacts:
Nokia Investor Relations, Europe, Tel. +358-7180-34289. Nokia
Investor Relations, US, Tel. +1-914-368-0555. Loudeye - Media
Contacts (U.S.): Karen DeMarco / Gil Lee, mPRm for Loudeye, Tel.
+1-323-933-3399, Email: / . Media Contacts (Europe) - Chris Owen,
Trimedia Communications UK for Loudeye, Tel. +44-(0)207-471-6851 or
+44-(0)7787-122-800, Email: . Investor Contacts: Investor
relations, Chris Pollak, Tel. +1-206-832-4000, Email:
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