MakeMusic and Affiliates of LaunchEquity Announce Extension of Previously
Announced Tender Offer for All Outstanding Common Stock of MakeMusic
MINNEAPOLIS -- April 18, 2013
LEAP Acquisition Corporation (the “Offeror”), a wholly-owned subsidiary of
LaunchEquity Acquisition Partners, LLC Designated Series Education Partners
(“Parent”) and sponsored entity of LaunchEquity Partners, LLC
(“LaunchEquity”), and MakeMusic, Inc. (NASDAQ: MMUS) (“MakeMusic”), announced
today that Offeror has extended the previously announced cash tender offer for
all outstanding MakeMusic shares (the “Offer”) until midnight, New York City
time, on April 30, 2013, unless further extended or earlier terminated.
The Depositary has informed the Offeror that, as of 5:00 p.m., New York City
time, today, April18, 2013, 2,984,666 shares of common stock have been
validly tendered and not validly withdrawn (including 16,367 shares of common
stock tendered pursuant to notices of guaranteed delivery). The 2,984,666
shares of common stock along with the 1,362,829 shares of common stock
currently owned by Parent represent approximately 88.6% of MakeMusic’s issued
and outstanding shares of common stock.
On April 16, 2013, the Fourth Judicial District Court of Minnesota ordered
that, amongst other things, the claims contained in the amended and restated
complaint of the plaintiff in Dr. Ezekiel Kruglick v. MakeMusic,Inc., et al.
be stayed pending the investigation and recommendation of a special litigation
committee appointed by MakeMusic’s Board of Directors. The Offer is being
extended to allow additional time for such special litigation committee to
conclude its investigation and make its determination.
Except as set forth herein, the complete terms and conditions of the Offer
remain the same as set forth in the Offer to Purchase dated March22, 2013, as
amended, and the related letter of transmittal.
LaunchEquity, Offeror and Parent will amend their Tender Offer Statement, as
amended, filed with the Securities and Exchange Commission (the “SEC”) to
reflect this extension.
Questions and requests for assistance may be directed to Morrow& Co., LLC,
the Information Agent for the Offer, at 800-607-0088 (toll-free) or by email
at email@example.com (banks and brokers may call at 800-662-5200). Requests
for copies of the documents related to the Offer and other related materials
may also be directed to the Information Agent. A shareholder may also contact
such shareholder’s broker, dealer, commercial bank, trust company or other
nominee for assistance.
About MakeMusic, Inc.
MakeMusic^®, Inc. is a world leader in music technology whose mission is to
develop and market solutions that transform how music is composed, taught,
learned and performed. For more than 20 years, Finale^® has been the industry
standard in music notation software, enabling composers, arrangers, musicians,
teachers, students and publishers to create, edit, audition, print and publish
musical scores. MakeMusic is also the creator of SmartMusic^® interactive
software that is transforming the way students practice. With SmartMusic,
students and teachers have access to thousands of band, orchestra and vocal
pieces allowing students to practice with background accompaniment and get
immediate feedback on their performance. SmartMusic allows teachers to
individualize instruction and document the progress of every student. The
SmartMusic Inbox™, an Android™ and Apple^® mobile application, provides
additional access for teachers to review, grade and comment on student
assignments. MusicXML™ is an Internet-friendly way to publish musical scores,
enabling musicians to distribute interactive sheet music online and to use
sheet music files with a wide variety of musical applications. Garritan™ sound
libraries provide musicians with state-of-the-art virtual instruments with the
playback quality of a live performance. Additional information about this
Minnesota company can be found at www.makemusic.com.
LaunchEquity Partners, LLC is an investment entity that provides growth
capital and strategic leadership to intellectual-property based businesses.
Statements in this press release regarding the proposed transaction between
MakeMusic and LaunchEquity, the expected timetable for completing the
transaction and any other statements concerning future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements. Generally,
forward-looking statements include expressed expectations, estimates and
projections of future events and financial performance and the assumptions on
which these expressed expectations, estimates and projections are based.
Statements that are not historical facts, including statements about the
beliefs and expectations of the parties and their management are
forward-looking statements. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions about
future events, and they are subject to known and unknown risks and
uncertainties and other factors that can cause actual events and results to
differ materially from historical results and those projected. Risks and
uncertainties include the satisfaction of closing conditions for the
acquisition, including the tender of a number of shares that, when added to
the shares owned by Parent and its affiliates, constitutes a majority of
MakeMusic’s outstanding shares on a fully-diluted basis, and the possibility
that the transaction will not be completed, or if completed, not completed on
a timely basis.
Neither LaunchEquity nor MakeMusic can give any assurance that any of the
transactions contemplated by the Merger Agreement will be completed or that
the conditions to the tender offer and the back-end merger will be satisfied.
A further list and description of additional business risks, uncertainties and
other factors can be found in MakeMusic’s Annual Report on Form 10-K for the
fiscal year ended December31, 2012, as well as other MakeMusic SEC filings.
Copies of these filings, as well as subsequent filings, are available online
at www.sec.gov and www.makemusic.com. Many of the factors that will determine
the outcome of the subject matter of this communication are beyond
LaunchEquity’s or MakeMusic’s ability to control or predict. Neither
LaunchEquity nor MakeMusic undertakes to update any forward-looking statements
as a result of new information or future events or developments.
IMPORTANT NOTICE: This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell any shares or
other securities nor a solicitation of tenders with respect to the Offer. The
Offer described herein will not be made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such offer or
solicitation under applicable state or foreign securities or “blue sky” laws.
Karen VanDerBosch, 952-906-3690
Chief Operating Officer& Chief Financial Officer
Harriet Fried, 212-838-3777
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