EXHIBIT (d)(11)
BERTELSMANN ANNOUNCES GERMAN ANTITRUST
APPROVAL IN CONNECTION WITH CDNOW TENDER OFFER;
DESCRIBES FINANCING FOR ACQUISITION
New York, NY - (August 21, 2000) - Bertelsmann Inc. announced today that it has
received early termination of the applicable antitrust review waiting period
from the German Cartel Office with respect to its proposed acquisition of CDnow,
Inc. Bertelsmann had previously announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the CDnow
acquisition expired on August 17, 2000. Bertelsmann intends to waive any other
conditions of the tender offer relating to antitrust or competition law
approvals.
In addition, Bertelsmann announced that the tender offer and subsequent merger
would be financed with proceeds from three existing credit facilities of
Bertelsmann, Inc. The first financing arrangement is a committed long term
revolving credit facility in the amount of $80 million with Commerzbank
Aktiengesellschaft and Four Winds Funding Corporation. The second financing
arrangement is a committed credit facility in the amount of $50 million with
Deutsche Bank. The third and final funding arrangement is a committed long term
revolving credit facility in the amount of $50 million with Bayerische
Landesbank. Copies of each of these credit facilities were filed with the
Securities and Exchange Commission on August 18, 2000 as exhibits to Amendment
No. 1 to Bertelsmann's Tender Offer Statement on Schedule TO. The total amount
of funds required to consummate the offer and merger and pay related fees and
expenses is estimated to be approximately $152 million. The tender offer is not
conditioned upon the receipt of financing by Bertelsmann.
Bertelsmann AG is one of the world's leading media, e-commerce and interactive
content companies, with over 75,000 employees in more than 54 countries.
Bertelsmann's business units include publishing firms, music and film companies,
multimedia services, online commerce companies, daily newspapers, consumer
magazines, radio and television stations, book clubs, trade journals, and other
service companies that provide information, education and entertainment to a
worldwide audience. To advance its global e-commerce objectives, Bertelsmann has
established worldwide strategic alliances with AOL and the newly formed Terra
Lycos to distribute Bertelsmann's books, music, television, film and other media
content.
# # #
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE SHARES OF CDNOW. BERTELSMANN AG,
BERTELSMANN, INC. AND BINC ACQUISITION CORP. HAVE FILED A TENDER OFFER STATEMENT
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND CDNOW HAS FILED A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THESE DOCUMENTS
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE AND OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, ARE AVAILABLE
TO ALL SHAREHOLDERS OF CDNOW UPON REQUEST, AT NO EXPENSE TO THEM. THESE AND
OTHER DOCUMENTS FILED WITH THE SEC ARE ALSO AVAILABLE AT NO CHARGE AT THE SEC'S
WEBSITE AT WWW.SEC.GOV.
Contacts for Bertelsmann Inc. Contacts for BeCG:
Liz Young Frank Sarfeld
Phone: 212.782-1120 Phone: +49-40-808033-170
E-mail: [email protected] E-mail: [email protected]
or
Andy Brimmer / Jeremy Zweig
Joele Frank, Wilkinson Brimmer Katcher
Phone: 212.355-4449
E-mail: [email protected]
