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EXHIBIT 99(A)(1)
[LOGO]
CDnow, Inc.
1005 Virginia Drive
Ft. Washington, Pennsylvania 19034
July 26, 2000
Dear Shareholder:
I am pleased to inform you that CDnow, Inc. entered into a merger agreement
with Bertelsmann, Inc. providing for the commencement of a tender offer to
purchase all outstanding shares of CDNOW common stock for $3.00 per share in
cash by BINC Acquisition Corp., a wholly-owned subsidiary of Bertelsmann, Inc.
The tender offer is conditioned upon, among other things, a minimum of a
majority of CDNOW shares being tendered and not withdrawn and upon the receipt
of required regulatory approvals. The tender offer will be followed by a merger
in which each share of CDNOW common stock not purchased in the tender offer will
be converted into the right to receive $3.00 in cash.
THE CDNOW BOARD OF DIRECTORS DETERMINED THAT THE TERMS OF THE BERTELSMANN
OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE CDNOW
SHAREHOLDERS AND RECOMMENDS YOU ACCEPT THE OFFER AND TENDER YOUR SHARES OF CDNOW
COMMON STOCK.
In arriving at its recommendation, the board of directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
opinion of CDNOW's financial advisor, Allen & Company Incorporated, that, as of
the date of the opinion, the $3.00 per share of CDNOW common stock to be
received in the tender offer and the merger is fair to the CDNOW shareholders
from a financial point of view. A copy of the Allen & Company opinion is
attached as Annex A hereto.
Enclosed are BINC Acquisition Inc.'s Offer to Purchase, dated July 26, 2000
and related Letter of Transmittal. These documents set forth the terms and
conditions of the tender offer. The Schedule 14D-9 describes in more detail the
reasons for the CDNOW Board's conclusions and contains other information
relating to the tender offer. Please consider this information carefully.
[SIGNATURE]
Jason Olim
PRESIDENT AND CHIEF EXECUTIVE OFFICER
