Amazon.com
to Acquire Audible.com
SEATTLE,
WA and NEWARK, NJ (BUSINESS
WIRE)
– January 31, 2008 – Amazon.com, Inc. (NASDAQ: AMZN)
today announced that it has reached an agreement to acquire Audible Inc.
(NASDAQ: ADBL).
Audible.com
is the leading online provider of premium digital spoken word audio content,
specializing in digital audio editions of books, newspapers and magazines,
television and radio programs and original programming. Through its web
sites in the US and UK and alliances in Germany and France, Audible.com offers
over 80,000 programs, including audiobooks from well-known authors such as
Stephen King, Thomas Friedman, and Jane Austen, and spoken word audio content
from sources including,
The
New York Times
,
The New
Yorker
,
Fresh
Air
and
Charlie
Rose
.
“Audible.com
offers the best customer experience, the widest content selection and the
broadest device compatibility in the industry,” said Steve Kessel, Amazon.com’s
senior vice president for worldwide digital media. “Working together,
we can introduce more innovations and bring this format to an even wider
audience.”
“This
deal brings together two pioneering companies that share a long history of
ceaseless focus on improving the customer experience,” said Donald Katz, founder
and chief executive of Audible.com. “We are very excited to be
joining a company as innovative as Amazon.com.”
In
recent
months, Amazon has announced a number of innovations in the digital space,
including Amazon Kindle, a revolutionary wireless portable reader that provides
instant wireless downloads of more than 90,000 books, blogs, magazines and
newspapers to a crisp, high-resolution electronic paper display.
Under
the
terms of the agreement, Amazon.com will commence a cash tender offer to purchase
all of the outstanding shares of Audible.com for $11.50 per share and will
assume Audible.com’s outstanding stock-based awards, for an aggregate
transaction value of approximately $300 million which includes Audible.com’s
cash and short-term investments at closing.
The
acquisition is subject to customary closing conditions, including regulatory
approvals, and is expected to close by the second quarter of
2008.
About
Amazon.com
Amazon.com,
Inc., (NASDAQ: AMZN), a Fortune 500 company based in Seattle, opened on the
World Wide Web in July 1995 and today offers Earth's Biggest Selection.
Amazon.com seeks to be Earth's most customer-centric company, where customers
can find and discover anything they might want to buy online, and endeavors
to
offer its customers the lowest possible prices. Amazon.com and other sellers
offer millions of unique new, refurbished and used items in categories such
as
books, movies, music & games, digital downloads, electronics &
computers, home & garden, toys, kids & baby, grocery, apparel, shoes
& jewelry, health & beauty, sports & outdoors, tools, auto &
industrial.
Amazon
Web Services provides Amazon.com’s developer customers with access to
in-the-cloud infrastructure services based on Amazon's own back-end technology
platform, which developers can use to enable virtually any type of
business. Examples of the services offered by Amazon Web Services are
Amazon Elastic Compute Cloud (Amazon EC2), Amazon Simple Storage Service
(Amazon
S3), Amazon SimpleDB, Amazon Simple Queue Service (Amazon SQS), Amazon Flexible
Payments Service (Amazon FPS), and Amazon Mechanical Turk.
Amazon.com
and its affiliates operate websites, including www.amazon.com, www.amazon.co.uk,
www.amazon.de, www.amazon.co.jp, www.amazon.fr, www.amazon.ca, and the Joyo
Amazon websites at
www.joyo.cn
and
www.amazon.cn.
As
used
herein, “Amazon.com,” “we,” “our” and similar terms include Amazon.com, Inc.,
and its subsidiaries, unless the context indicates otherwise.
Forward-Looking
Statements
This
announcement contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act
of 1934. Actual results may differ significantly from management's expectations.
These forward-looking statements involve risks and uncertainties that include,
among others, risks related to the expected timing and financial or other
benefits of the Audible.com transaction, competition, management of growth,
new
products, services and technologies, potential fluctuations in operating
results, international expansion, outcomes of legal proceedings and claims,
fulfillment center optimization, seasonality, commercial agreements,
acquisitions and strategic transactions, foreign exchange rates, system
interruption, significant amount of indebtedness, inventory, government
regulation and taxation, payments and fraud. More information about factors
that
potentially could affect Amazon.com's financial results is included in
Amazon.com's filings with the Securities and Exchange Commission, including
its
Annual Report on Form 10-K for the year ended December 31, 2006, and subsequent
filings.
About
Audible.com
Audible
(www.audible.com) is the leader
in spoken audio information and entertainment on the Inte
rnet. Content from
Audible is downloaded
and played back on personal computers, CDs, or AudibleReady computer-based
and
wireless mobile devices. Audible and its wholly owned subsidiary, Audible.co.uk,
have almost 200,000 hours of audio programs from more
t
han
520 content partners that include
leading audiobook publishers, broadcasters, entertainers, magazine and newspaper
publishers, and business informa
tion providers. Audible
’
s
allian
ces in
Germany
and
France offer
an additional 20,000 hours of audio
progr
amming. Audible is
the
preeminent provider of spoken-word audio products for Apple's iTunes Store.
Audible has approximately 160 employees with headquarters in
Newark
,
NJ
,
and an office in
London
,
England
with
15 employees. Audible,
audible.com,
AudibleLi
s
tener,
and AudibleReady are registered
trademarks of Audible, Inc. and all are part of the family of Audible, Inc.
trademarks.
Securities
Law
Disclosure
The
tender offer for the outstanding
common
stock of
Audible has not yet commenced. This
press release
is for
informational purposes only and is not an offer to buy or the solicitation
of an
offer to sell any securities. The solicitation and the offer to buy shares
of
Audible common
stock
will
be made only pursuant
to an offer to purchase on Schedule TO and related
materials that Amazon.com
intends to
file with the SEC. Audible also intends to file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. Audible
stock
holders
and other investors should read
these materials careful
l
y
when they become available because
they will contain important information, including the terms and conditions
of
the offer. Audible stockholders and other investors will be able to obtain
copies of these materials without charge from the SEC through the
SEC's
website at
www.sec.gov, from Georgeson Inc., the information agent for the offer, toll-free
at (866) 328-5439 (banks and brokers call (212) 440-9800), from Amazon.com
(with
respect to documents filed by Amazon.com with the SEC) by going to
Amazon.c
o
m's
Investor Relations Website at
http://www.amazon.com/ir, or from Audible (with respect to documents filed
by
Audible with the SEC) by going to Audible's Investor Relations Website at
www.audible.com/ir. Stockholders and other investors are urged to read
those
materials carefully
prior to making any decisions with respect to the offer.
Media
contact:
|
Amazon.com
:
|
Amazon
Media
Relations
|
|
|
www.amazon.com/pr
|
|
|
206-266-7180
|
|
|
|
|
|
|
|
Audible.com:
|
James
Pearson
|
|
|
jpearson@audible.com
|
|
|
973-820-0474
|
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