Music Selling 15% Stake in Internet Unit
PSE Circular for Brokers No. 3060-99 • Philippine Stock Exchange • Circulars for Brokers • Dec 1, 1999
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December 1, 1999 PSE CIRCULAR FOR BROKERS NO. 3060-99 30 November, 1999 THE PHILIPPINE STOCK EXCHANGE PSE Centre Exchange Road, Ortigas Center, Pasig City Attention: Grace B. De Guia Disclosure Department SUBJECT : Music Selling 15% stake in Internet unit Gentlemen: Please be informed that financing discussions for Music.com, Inc. has not been concluded. Any and all information circulating and/or may have been published on the subject are premature and are without basis. LibLex With your assistance, we hope to find the source of such rumours and speculation as the same is affecting the perception of the investing public on MUSIC Corporation. Any financing discussions for Music.com, Inc. and any future business development discussion for our wholly-owned subsidiaries, MUSIC Semiconductors, Inc. and MUSIC Telecom, Inc. could be prejudiced if such behavior of the media and Securities firms is condoned. LibLex For further understanding of the events involving Music.com, Inc. as fully disclosed to the Exchange and the public we have highlighted the same for reference: llcd MUSIC Corporation commenced developing the Music.com as a purely Music entertainment site in October 1998; cdlex MUSIC Corporation was convinced of the business potential of the site in early 1999 and disclosed that it shall commence fund raising for Music.com, Inc. through the sale of new shares; (22 March 1999 Disclosure); llcd MUSIC Corporation disclosed the warrants issuance for approximately 45% of its ownership in Music.com, Inc. to MUSIC Corporation shareholders as of record date 09 July 1999 (19 June 1999 and 20 July 1999 Disclosures). Note: the underlying shares of the warrants are Music.com, Inc. shares owned by MUSIC Corporation and the purpose for such issuance is that the internet business is not in the core competence of MUSIC Corporation and that it does not wish to consolidate losses to be incurred by the internet business, to the detriment of the other core businesses of MUSIC Corporation. This spin-off mechanism (warrant issuance) means that MUSIC Corporation will no longer be a majority shareholder nor will it have control over the management of Music.com, Inc.; As of third quarter 1999, MUSIC Corporation is an owner of only 19.5% Music.com, Inc., thus the non-consolidation of Music.com, Inc.'s losses in said quarter; Music.com, Inc. as an independent corporation has instituted its hiring of key officers and advisors, as well as the establishment of its Board of Directors. MUSIC Corporation will continue to sit in its Board as a shareholder in its own right and for and in behalf of Warrant Holders until such time that the Warrant Holders can directly hold their shares in Music.com, Inc. directly (3Q Disclosure). The Business Plan and Music.com, Inc.'s management's projections are available to potential investors only upon signing a Non-Disclosure Agreement with the Company. cdlex To the best of our knowledge we are aware that McKinsey & Co. has been contracted by Music.com, Inc. as a consultant. We are currently unable to confirm whether any such investment interest is forthcoming. Please be assured that MUSIC Corporation will comply with all disclosure requirements as soon as any event requiring such disclosure takes place. Further, we would like to caution the investing public to take notice of disclosures made by MUSIC Corporation with regard its investment in Music.com, Inc., It is also in their best interest to disregard rumours and be cautious of research materials and news articles which have relied on such rumours. If further clarification is required please feel free to contact us at 049-5491480. llcd Yours truly, (SGD.) MITOS TANTUICO-ZSHORNACK VP Corporate Affairs
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