EX-99.(A)(11) 5 dex99a11.txt FORM OF NOTICE TO HOLDERS OF "OUT" WARRANTS Exhibit (a)(11) [EMusic.com 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 Clay Jones, our stock administrator at 650-216-0282. Very truly yours, ________________________________ Emily Rupp Chief Financial Officer