Am posting a press release sent a while ago about the takeover of MP3.com by Vivendi Universal. The gist of the news is that once UMG, reporting over 30 percent of the music market, takes over MP3.com, they will dissolve the entire archive of songs collected on the, some 1.6 million files deemed unworthy or too much of a legal hastle to deal with. Thus, the largest record company in the world dissolves the voices of the small so it can use the 'digital distribution platform' (see the Vivendi press release about the merger, it follows the first) to potentially have a UMG online jukebox.

SILENCE IS NOT GOLDEN
A Quarter Million Independent Recording Artists Silenced
MP3.COM To Go Dark On December 2

40 Million Subscribers Stranded

SAN DIEGO – Over 250,000 independent recording artists will be abandoned next week when MP3.com goes dark on December 2. MP3.com was acquired ten days ago by San Francisco based C-Net. The company has announced it will scrub MP3.com’s servers of all content at midnight next Tuesday. The move will strand some 40 million MP3.com subscribers worldwide.

MP3.com made its mark as “the world’s largest internet music community.” With 40 million subscribers, the system has been regarded as the largest internet music system in the world.

“It’s been a powerful force,” says Johnny Jolin, lead singer for The Front
Porch Country Band. With a million plays, his band became the most
listened-to country recording artist in the world over the last 15 months
on the giant internet system. “MP3.com enabled our music to compete on a level playing field with the world’s greatest country legends.”

His band has seen a dozen of their original songs climb to Number One in
the world on the MP3.com charts, where 1.6 million songs compete for chart position every day in overnight rankings. That international exposure brought The Front Porch Country Band to the attention of The US-CHINA Foundation last fall. Earlier this spring, the band accepted the
foundation’ s invitation for a fully-paid tour as stadium headliners through China’s
largest cities – a huge career break for the band.

Major stars including Kenny Rogers, Faith Hill, Willie Nelson, Dolly
Parton, Nickel Creek and Alison Krauss & Union Station also currently offer their music on their official MP3.com sites.

MP3.com was the brain-child of Michael Robertson, who launched the company in 1997. Featuring a blend of major and independent artists, the site quickly took off. By 2000, MP3.com had amassed 40 million subscribers – featuring 1.6 million songs by over 250,000 recording artists available to music listeners worldwide. In 2001, the company was sold to global media giant Vivendi Universal. Vivendi sold the company to C-Net on November
14th.

But next week, the system goes dark. Where will those 250,000 recording artists and 40 million music subscribers head next?

Monday, May 21, 2001: Vivendi Universal acquires MP3.com in move to strengthen digital distribution capacity and web audience


* Price is $5 per share or approximately $372 Million in Cash and Stock
* MP3.com to Provide Leading-Edge Technology Platform for Management and Distribution of Digital Content
* Multiple Revenue Streams to Enhance Vivendi Universal's Online Strategy
* MP3.com Will Continue to Function as an Independent Distributor of Music Content for All Record Labels and Independent Artists


PARIS and SAN DIEGO-May 20, 2001 - Vivendi Universal (Paris Bourse: EX FP; NYSE: V) announced today that it will acquire San Diego-based MP3.com, Inc. (Nasdaq: MPPP) for $372 million ($5 per share) in a friendly, combined cash and stock transaction. MP3.com represents a major acquisition and is expected to strongly reinforce Vivendi Universal's digital efforts in the strategic areas of online music, subscriptions, branding, technology and all its content.

MP3.com shareholders have the ability to elect $5 per share in cash, a number of Vivendi Universal shares (in the form of American Depositary Receipts) having a value of $5, or any combination thereof, subject to aggregate transaction consideration caps of 50% cash consideration and 50% share consideration, which may result in proration. The transaction has been structured as a reorganization that will be tax free to MP3.com shareholders to the extent they receive Vivendi Universal shares. Consistent with its previous statements, Vivendi Universal will not issue new common shares in this transaction, but will use treasury shares for the share portion of the aggregate transaction consideration. The Board of Directors of MP3.com has unanimously approved the transaction. Holders of more than 50% of MP3.com's outstanding shares have agreed to vote in favor of the transaction.

MP3.com (www.mp3.com) will maintain its role as the premier distributor of music on the Internet. The company will continue to feature content from all record labels and from independent artists. There are currently over 150,000 artists from more than 180 countries that make their music available to music fans through MP3.com. Currently, more than 25% of Billboard Magazine's current Top 40 albums are being promoted on MP3.com.

Music Online

MP3.com is a candidate to provide state-of-the-art technical contributions for Duet, Vivendi Universal's joint venture with Sony Music, to create an online digital music subscription service. Duet is expected to launch this summer. Duet's U.S. on-demand service will be available and marketed through a number of distribution alliances, the first being with Yahoo!
MP3.com has the potential to be a key component in that initiative, and has already created a massively scalable technology for the distribution of digital music and other diverse content across multiple platforms.
Vivendi Universal's online music distribution capabilities will be enhanced by the MP3.com acquisition. The total aggregate audience for MP3.com, GetMusic, FarmClub and EMusic represents close to 40 million registered users, with approximately 120 million monthly page views.

Branding

Vivendi Universal is to acquire one of the top worldwide Internet brands. MP3.com's brand and web site are well-known to a global online gathering of music fans and artists. The company is expected to contribute a huge audience to Vivendi Universal's already-impressive online entertainment fold. The brand is particularly popular among young users, although a significant user base is represented by affluent 35-55 demographics of both men and women.

Technology

MP3.com is a technology leader in the delivery of online music. Recently, it pioneered the digital content delivery revolution and built a Music InterOperating System (IOS), which is designed to connect various segments of the music industry for the first time. Music IOS allows the music business to interoperate in ways previously unavailable by connecting retailers, labels, music players, and hardware and software tools.

MP3.com's Music IOS is fully compatible with a variety of devices and networks. The company possesses proprietary-patented technology for music distribution and has comprehensive solutions in data management and tracking. MP3.com's proven distribution technology can power not only music content, but also video and text content.

MP3.com technologists have an exceptional track record of creating industry-leading technology relating to a variety of contents and interfaces that include digital distribution, databases and e-marketing. More than 120 MP3.com technologists will assist VUNet in current and future Vivendi Universal initiatives.

Vivendi Universal's Cross Contents and Digital Efficiency

Vivendi Universal is wholly committed to extending its reach to all continents through digital distribution. Vivendi Universal's strategy is to digitally distribute all of its content across all technology platforms. MP3.com will strongly power this strategy by enhancing Vivendi Universal's capacity to implement database management, direct marketing and subscriptions on the Internet. MP3.com will also contribute to the implementation of digital efficiency within Vivendi Universal.

Michael Robertson, MP3.com founder, chairman and chief executive officier, will become special adviser to Jean-Marie Messier with regard to Vivendi Universal's digital distribution.

Commenting on the announcement, Jean-Marie Messier, chairman and chief executive officer of Vivendi Universal said: 'The MP3.com strategic acquisition is a big step forward for Vivendi Universal's priority to develop and implement an aggressive, legitimate and attractive offering of our content to consumers. MP3.com will be a great asset to Vivendi Universal in meeting our goal of becoming the leading online Music Service Provider. Our first step towards leadership in digital distribution was the creation of Duet with Sony Music and distribution agreement with Yahoo!. With MP3.com's proven technologies and team, we'll have the tools and talents to aid the success of this and other digital content distribution ventures. Their engineering and digital expertise will be a tremendous advantage for Vivendi Universal, especially in the digital distribution of all Vivendi Universal content and the creation of common technology platforms.'

'This groundbreaking merger is a defining moment in the digital music era,' said Michael Robertson, chairman and chief executive officer of MP3.com. 'It brings together industry leading technology, brands, distribution and content. We will continue with our current MP3.com pursuits, but also work with our new partners to innovate subscription systems and music offerings that reach a global audience across many devices. We believe consumers will see the full promise of digital music come to fruition and that transaction is in the best interest of our shareholders.'

As a major global force in media and communications, Vivendi Universal's stated vision is to further its position as the world's premier creator and provider of personalized information, entertainment, and services to consumers-- anywhere, at any time and across all distribution platforms and devices. With a plethora of rich and varied content through its Music, Publishing and TV and Film business units, coupled with its access and distribution units in Telecoms and Internet, the Company is poised to make consumers the winners in this age of digital communications.

The transaction is subject to regulatory approvals, approval by the MP3.com shareholders, and other customary closing conditions.