EXHIBIT (d)(12)
BERTELSMANN COMPLETES TENDER OFFER FOR CDNOW
New York, NY - (August 23, 2000) - Bertelsmann, Inc. announced today that its
tender offer to purchase all outstanding shares of common stock of CDNOW, Inc.
(Nasdaq:CDNW) expired at 12:00 midnight, New York City time on Tuesday, August
22, 2000. Bertelsmann has accepted for payment all CDNOW shares validly tendered
and not withdrawn as of the expiration date.
Based on a preliminary count by the depository for the offer, as of
midnight, August 22, 2000, approximately 25,757,825 shares of CDNOW common stock
had been tendered pursuant to the tender offer and not withdrawn (including
shares tendered pursuant to a guarantee of delivery), which represents
approximately 78.1% of CDNOW's total outstanding common stock. Payment for the
shares accepted for payment is expected to be made promptly.
Bertelsmann announced that it intends to convert approximately $10,000,000
of the $30,965,754 currently outstanding under the Convertible Loan Agreement
between CDNOW and Bertelsmann, Inc. into shares of CDNOW common stock pursuant
to the conversion provisions of the convertible loan agreement. Upon conversion,
Bertelsmann will receive approximately 6.7 million CDNOW shares. Such shares,
together with tendered shares accepted for payment, will represent approximately
32,457,825 CDNOW shares, or approximately 81.7% of CDNOW's total outstanding
common stock after giving effect to the conversion.
Bertelsmann intends to proceed promptly to effect the proposed merger of
BINC Acquisition Corp., a wholly owned subsidiary of Bertelsmann, with and into
CDNOW. Upon completion of the merger, CDNOW will become a wholly owned
subsidiary of Bertelsmann, Inc. In connection with the merger, those CDNOW
shareholders who did not tender their shares in the tender offer and who do not
exercise dissenters' rights will receive $3.00 per share, net to the shareholder
in cash. CDNOW shareholders who did not tender their shares in the offer will be
receiving materials in connection with the merger shortly.
Bertelsmann AG is the world's most international media company 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.
CDNOW, Inc. is the leading online music destination offering the ultimate
connection to the world of music. Music fans can download free music and listen
to free music samples and radio stations. Visitors can learn about the world of
music through exclusive video interviews with artists, feature stories,
allstar(TM) News, album reviews, expert recommendations and more. CDNOW sells
over 500,000 items including CDs, digital downloads, Custom CDs and movies on
VHS and DVDs. CDNOW offers the best in choice, convenience, control and
customization, while helping people to discover and enjoy music in a
personalized environment.
