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MLB Advanced Media to Acquire Tickets.com

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MLB Advanced Media has reached an agreement to buy Tickets.com Inc. in a $66 million deal.

MLBAM expects to commence the tender offer shortly.

“With over 73 million fans attending major league baseball games and another 40 million attending minor league games, fan attendance and their enjoyment of the games will always be a principal focus of this industry,” said Robert A. DuPuy, president and chief operating officer of Major League Baseball and Chairman of the Board of Directors of MLBAM’s general partner. “As we progress in our ticketing efforts, it is essential for this industry to set the standard for our fans, providing them with the best experience not just on the field, but getting there as well,” DuPuy concluded.

“MLBAM’s acquisition would represent a major success for Tickets.com stockholders, clients and employees, who have remained committed to advancing our competitive position in online ticketing during the past few years. Joining Tickets.com’s proven technology offerings and expertise with MLBAM positions the company for growth and category leadership,” said Ron Bension, CEO, Tickets.com.

In addition to the agreement and plan of merger, MLBAM entered into a securities purchase agreement with certain affiliates of General Atlantic Partners, LLC (the “GAP Stockholders”), who are significant stockholders of Tickets.com, pursuant to which MLBAM will acquire all of Tickets.com’s outstanding series G preferred stock, a majority of its series F preferred stock and warrants to purchase its common stock held by the GAP Stockholders, if the conditions to the closing of the tender offer are met. The purchase of these securities will be completed immediately following consummation of the tender offer. MLBAM has also entered into separate stockholder agreements with the GAP Stockholders and various other holders of the series F preferred stock and holders of common stock pursuant to which those holders who hold series F preferred stock have agreed to convert their shares of series F preferred stock into common stock, and all such holders have agreed to tender their shares of common stock into MLBAM’s offer. Giving effect to the terms of the securities purchase agreement and the various stockholder agreements, approximately 82% of the issued and outstanding shares of common stock (on a fully diluted basis) are subject to contractual commitments to tender into the offer or otherwise be acquired by MLBAM.

The consummation of the tender offer will be subject to certain customary conditions, as well as the condition that the shares tendered in the offer, along with the shares that MLBAM will hold following its acquisition and conversion of the preferred stock and warrants pursuant to the securities purchase agreement, constitute at least 90% of the issued and outstanding common stock.

If the tender offer is successfully completed, then MLBAM’s subsidiary will merge into Tickets.com, and shares then held by Tickets.com stockholders who did not tender their shares in the offer will be converted into the right to receive $1.10 per share, subject to appraisal rights under Delaware law.

In anticipation of the cash tender, MLBAM secured a line of credit of $125 million provided by Bank of America and JPMorgan. In addition, JPMorgan acted as financial advisor to MLBAM’s Board of Directors.

Tickets.com’s Board of Directors appointed a special committee to review the process as well as approve the agreement and plan of merger and recommend the tender offer to Tickets.com’s stockholders. Perseus Advisors, LLC provided financial advice, including a fairness opinion, to the special committee of Tickets.com in connection with the proposed merger. The tender offer is expected to close in mid-March 2005.

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MLB Advanced Media to Acquire Tickets.com
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