Loudeye and Nokia Receive Regulatory Approval of Proposed Merger
25 September 2006 - 11:05PM
PR Newswire (US)
SEATTLE, Sept. 25 /PRNewswire-FirstCall/ -- Loudeye Corp.
(NASDAQ:LOUD) today announced that Loudeye and Nokia Inc. have
received required regulatory approvals for their proposed merger
transaction. Loudeye and Nokia have received early termination of
the waiting period from the United States Federal Trade Commission
and the Antitrust Division of the United States Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. In addition, Loudeye and Nokia have obtained
clearance from authorities in Germany under the Act Against
Restrictions of Competition of 1958 and from authorities in Italy
under Italian Law No. 287 of 10 October, 1990, as amended. The
proposed merger is subject to approval of Loudeye's stockholders
and Loudeye has scheduled a special meeting of stockholders for
October 11, 2006 to vote on a proposal to approve the merger.
Loudeye's board of directors has unanimously recommended a vote in
favor of the proposed merger. The proposed merger is also subject
to other closing conditions including obtaining third party
consents and the absence of material adverse changes in Loudeye's
business and operations prior to closing. 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. For more
information, visit http://www.loudeye.com/. 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, (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 has filed with the
Securities and Exchange Commission (the "SEC"), and has furnished
to stockholders of Loudeye, a proxy statement. Stockholders are
advised to read the proxy statement because it contains important
information. Stockholders can obtain a free-of-charge copy of the
proxy statement and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov/. Stockholders can
also obtain a free-of-charge copy of the proxy statement and other
relevant documents 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/. DATASOURCE:
Loudeye Corp. CONTACT: media, U.S., Gil Lee of mPRm,
+1-323-933-3399, or , for Loudeye; or Europe, Chris Owen of
Trimedia Communications UK, +44 (0)207 471 6851, or +44 (0)7787 122
800, or , for Loudeye; or investors, Chris Pollak of Loudeye,
+1-206-832-4000, or Web site: http://www.nokia.com/ Web site:
http://www.loudeye.com/
Copyright
Loudeye (NASDAQ:LOUD)
Historical Stock Chart
Von Sep 2024 bis Okt 2024
Loudeye (NASDAQ:LOUD)
Historical Stock Chart
Von Okt 2023 bis Okt 2024