MakeMusic and Affiliates of LaunchEquity Announce Receipt of Special Litigation Committee Report
MINNEAPOLIS--(BUSINESS WIRE)-- LEAP Acquisition Corporation (the “Offeror”), a wholly-owned subsidiary of LaunchEquity Acquisition Partners, LLC Designated Series Education Partners and sponsored entity of LaunchEquity Partners, LLC, and MakeMusic, Inc. (Nasdaq: MMUS ) (“MakeMusic”), announced today that MakeMusic has received the report of the independent special litigation committee appointed by MakeMusic’s Board of Directors to investigate and recommend appropriate action with respect to the claims contained in the amended and restated complaint of the plaintiff in Dr. Ezekiel Kruglick v. MakeMusic, Inc., et al.
The independent special litigation committee’s report concludes that the plaintiff’s claims lack merit, and, consequently, it is not in MakeMusic’s best interest to pursue any rights or remedies in connection with such claims.
As previously announced, Offeror’s cash tender offer for all outstanding MakeMusic shares is currently scheduled to expire at midnight, New York City time, on April 30, 2013, unless further extended or earlier terminated.
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 firstname.lastname@example.org (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 December 31, 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.
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