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MakeMusic Sale to LaunchEquity Under Investigation

by hoff • in
  • Upfront
• Created: April 1, 2013

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The recent sale agreement of Make- Music, Inc. to LaunchEquity Acquisition Partners, LLC Designated Series Education Partners (“LEAP”), is currently under investigation in New York for possible breaches of fiduciary duty.The New York law firm of Levi & Korsinsky has stated that it will focus on whether the MakeMusic Board of Directors breached their fiduciary duties to stockholders by failing to adequately shop the company before entering into the transaction. The concern is that LEAP is underpaying for its shares, thus unlawfully harming MakeMusic stockholders.

LEAP, an affiliate of LaunchEquity Partners, LLC, announced on March 13 that they have entered into a definitive merger agreement under which LEAP will acquire MakeMusic through an allcash transaction. A special committee of MakeMusic’s Board of Directors, consisting of independent directors, and Make- Music’s Board of Directors unanimously approved the transaction.Under the terms of the agreement, LEAP, through a wholly-owned subsidiary, will commence a tender offer to purchase all outstanding shares of MakeMusic at $4.85 per share in cash, which represents a premium of approximately 31% over the closing share price on March 12, 2013, the last trading day prior to the announcement. MakeMusic anticipates that tender offer materials will be provided to shareholders around the end of March 2013.

The tender offer will be followed by a back-end merger, which may be effected without the need for a shareholder vote depending on LEAP’s percentage ownership of MakeMusic’s common stock after the close of the tender offer. As of the date of the agreement, LEAP beneficially owned approximately 27.8% of the outstanding common stock of Make- Music. At the effective time of the merger, each share of common stock that has not been tendered and accepted in the tender offer (other than shares owned by LEAP or its affiliates or shares subject to perfected appraisal rights under applicable law) will be converted into the right to receive the offer price of $4.85 per share.

The transaction was expected to close in the second quarter of 2013, subject to the satisfaction of customary closing conditions, including the tender of a number of shares that, when added to the shares owned by LEAP and its affiliates, constitutes a majority of MakeMusic’s outstanding shares on a fully-diluted basis.The acquisition is not subject to any financing contingencies.

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