Exhibit (a)(11)
[XXxxxx.xxx Letterhead]
April 30, 2001
VIA REGISTERED MAIL
-------------------
COMPANY
ADDRESS
CITY, STATE, ZIP
Attn: CONTACT PERSON
Re: Warrant to Purchase Common Stock
Dear Sir/Madam:
As you may know, EMusic has entered into an agreement to be acquired by
Universal Music Group, Inc. ("Universal"). As set forth in the agreement,
Universal intends to acquire EMusic by purchasing all of EMusic's outstanding
shares in a tender offer and subsequent merger at $0.57 per share. On April 20,
2001, Universal commenced its tender offer. The tender offer is currently
scheduled to expire May 17, 2001. If the tender offer is consummated, any
shares not tendered to Universal will be converted into the right to receive
$0.57 per share pursuant to a merger transaction to be completed after the
consummation of the tender offer. Upon the closing of the tender offer, we
anticipate Universal will acquire more than 50% of the outstanding securities of
EMusic and will thereafter cause EMusic to merge with and into its wholly-owned
subsidiary, Universal Acquisition Corp.
Your warrant provides that upon the closing of a merger (such as the merger
transaction contemplated in our acquisition by Universal), your right to
purchase the securities subject to the warrant will automatically terminate.
Because the exercise price of your warrant is above the amount being offered for
shares of EMusic Common Stock we assume that you do not and will not desire to
exercise the warrant prior to the closing of our acquisition by Universal. Such
closing may occur as early as May 18, 2001.
If you have any questions, please do not hesitate to contact the Xxxx Xxxxx, our
stock administrator at 000-000-0000.
Very truly yours,
________________________________
Xxxxx Xxxx
Chief Financial Officer
