Warner Music Group Stockholders Approve Merger Agreement
July 6, 2011 at 6:40 AM (PT)
It's now official. In MAY (NET NEWS 5/6), WARNER MUSIC GROUP and ACCESS INDUSTRIES, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which ACCESS INDUSTRIES will acquire WMG in an all-cash transaction valued at $3.3 billion.
TODAY (7/6), WARNER MUSIC GROUP CORP. has announced that at a special meeting of stockholders held earlier TODAY (7/6), stockholders voted to adopt the previously announced merger agreement with AIRPLANES MUSIC LLC and AIRPLANES MERGER SUB, INC., affiliates of ACCESS INDUSTRIES, INC. Under the terms of the Merger Agreement, the Company’s stockholders will receive $8.25 per share in cash at the closing of the transaction. The Company currently expects the merger to be completed in the third calendar quarter of 2011, although the Company cannot assure completion by any particular date, if at all.
The adoption of the Merger Agreement was approved by holders of 145,819,757 shares of the Company's outstanding common stock. 165,810 shares voted against the adoption of the Merger Agreement.
The stockholders of the Company also approved the proposal to approve, on an advisory (non-binding) basis, certain agreements or understandings with and items of compensation payable to the Company's named executive officers that are based on or otherwise related to the merger (the "golden parachute" compensation).
The approval, on an advisory (non-binding) basis, of the "golden parachute" compensation was approved by holders of 137,738,124 shares of the Company’s outstanding common stock. 7,755,049 shares voted against the approval of the "golden parachute" compensation.