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Home | Business | Best Buy Commences Tender Offer to Acquire Napster, Inc.

Best Buy Commences Tender Offer to Acquire Napster, Inc.

MINNEAPOLIS (Gawkwire.com) Today Best Buy Co., Inc. (NYSE:BBY), through its direct wholly-owned subsidiary Puma Cat Acquisition Corp., commenced a cash tender offer to purchase all outstanding shares of common stock of Napster, Inc. (NASDAQ:NAPS), in accordance with the previously-announced agreement and plan of merger, dated Sept. 14, 2008, among Best Buy, Puma Cat and Napster.

Upon the successful closing of the tender offer, stockholders of Napster will receive $2.65 in cash, without interest and less any required withholding taxes, for each share of Napster common stock tendered in the offer. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that, together with any other shares of common stock owned directly or indirectly by Best Buy, constitutes a majority of Napster’s outstanding shares of common stock (on a fully diluted basis), as well as expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act. Napster’s board of directors has unanimously approved the consummation of the tender offer, the related merger and the related transactions. Napster’s board also has declared the tender offer, related merger and related transactions to be advisable and in the best interest of both Napster and its stockholders. Accordingly, Napster’s board has recommended that Napster stockholders accept the tender offer and tender their shares of common stock to Puma Cat.

The tender offer will expire at 12:00 midnight, Eastern Time, at the end of Friday, Oct. 24, 2008, unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.

This news release is neither an offer to purchase nor a solicitation of an offer to sell shares of Napster. Best Buy and Puma Cat are filing a tender offer statement with the SEC and are mailing an offer to purchase, forms of letter of transmittal, and related documents to Napster stockholders. Napster is filing with the SEC and is mailing to Napster stockholders a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer, and stockholders of Napster are urged to read these documents carefully. These documents are available at no charge at the SEC’s Web site (http://www.sec.gov). The tender offer statement and the related materials may be obtained for free by directing a request by mail to D.F. King & Co., Inc. 48 Wall Street, New York, New York 10005 or by calling (800) 628-8532, or by contacting Best Buy.




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