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multi · 16-11-02, 01:19 PM

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Roxio to Acquire Assets of Napster
SANTA CLARA, Calif. - November 15th, 2002 - Roxio, Inc. (Nasdaq: ROXI), the Digital Media Company®, provider of the best selling digital media software in the world, announced today that it has entered into a definitive agreement to acquire substantially all of the assets of Napster, Inc. As part of the transaction, Roxio will receive all of Napster's intellectual property including its technology patent portfolio. Roxio is not assuming any of Napster's liabilities, including pending litigation. Roxio's purchase of Napster's assets is subject to approval of the bankruptcy court.

Roxio's President and CEO Chris Gorog commented, "Roxio's acquisition of Napster will expand our role in the digital media landscape and enhance our offerings to consumers. We look forward to continuing to work with our partners in the entertainment industry and will be announcing further plans in the coming months."

About Roxio

Roxio, Inc. (Nasdaq:ROXI) provides the best selling digital media software in the world. Roxio makes award-winning software products for CD/DVD burning, photo editing and video editing. Roxio's family of products includes category leading products Easy CD Creator ® (Windows) and Toast ® (Macintosh) for CD/DVD burning, PhotoSuite ® for digital photography, and VideoWave ® for digital video. Roxio also makes GoBack® , the #1 selling system recovery software that enables PC users to instantly recover from system crashes, virus attacks and data loss. Roxio distributes its products globally through strategic partnerships with major hardware manufacturers, in stores with the leading worldwide retailers, through Internet partnerships and also sells its products direct at www.roxio.com. Headquartered in Santa Clara, California, Roxio also maintains offices in Minnesota, Canada, United Kingdom, Netherlands, Germany and Japan. The company currently employs more than 400 people worldwide. Roxio is a member of the S&P SmallCap 600 and the Russell 2000 Index.

Safe Harbor Statement
Except for historical information, the matters discussed in this press release, in particular matters related to Roxio's purchase of Napster's assets and the distribution of content, are forward-looking statements that are subject to certain risks and uncertainties, including the uncertainties of the bankruptcy proceedings, the risk that one or more potential purchasers may submit to the court more attractive terms, competition in the digital content distribution industry, intellectual property litigation surrounding digital content distribution and the uncertainty that consumers will adopt paid electronic distribution of digital content, that could cause actual results to differ materially from those projected. Additional information on other factors that could cause Roxio's performance to differ from projections are contained in Roxio's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K as filed with the SEC on July 1, 2002 and Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, copies of which are available at the website maintained by the SEC at http://www.sec.gov. Roxio assumes no obligation to update the forward-looking statements included in this press release.

FREQUENTLY ASKED QUESTIONS

Q: Why is Roxio purchasing Napster's Assets?
A: We feel that Napster has value that is synergistic with Roxio's current digital media offerings and long-term vision for the future of digital media and entertainment.

Q: What filings have been submitted toward the proposed transaction?
A: Today, November 15, 2002, Napster will file a sale order motion with the Delaware bankruptcy court to sell Napster's assets.

Q: When is the deal expected to close?
A: Closure is subject to the approval of the bankruptcy court, which is expected on November 27, 2002.

Q: What is the proposed purchase price?
A: Pursuant to the legal filings with the Delaware court, we have offered $5 million in cash and 100,000 warrants to purchase Roxio common stock.

Q: What are the terms of this deal?
A: Roxio will purchase substantially all of Napster's assets, including the company's intellectual property (several technology patents).

Q: Does Roxio inherit Napsters' liabilities in this proposed transaction?
A: No, Roxio is not subject to any of Napster's liabilities, including pending litigation.

Q: After the completion of the transaction, what is Roxio's strategy for Napster?
A: Following the close of the transaction, we will provide consumers and investors a strategic vision of how Napster will expand Roxio's role in the digital media landscape and enhance our offerings to consumers.

16-11-02, 01:19 PM	#4
multi Thanks for being with arse Join Date: Jan 2002 Location: The other side of the world Posts: 10,343	from the roxio site... from this page.. Roxio to Acquire Assets of Napster SANTA CLARA, Calif. - November 15th, 2002 - Roxio, Inc. (Nasdaq: ROXI), the Digital Media Company®, provider of the best selling digital media software in the world, announced today that it has entered into a definitive agreement to acquire substantially all of the assets of Napster, Inc. As part of the transaction, Roxio will receive all of Napster's intellectual property including its technology patent portfolio. Roxio is not assuming any of Napster's liabilities, including pending litigation. Roxio's purchase of Napster's assets is subject to approval of the bankruptcy court. Roxio's President and CEO Chris Gorog commented, "Roxio's acquisition of Napster will expand our role in the digital media landscape and enhance our offerings to consumers. We look forward to continuing to work with our partners in the entertainment industry and will be announcing further plans in the coming months." About Roxio Roxio, Inc. (Nasdaq:ROXI) provides the best selling digital media software in the world. Roxio makes award-winning software products for CD/DVD burning, photo editing and video editing. Roxio's family of products includes category leading products Easy CD Creator ® (Windows) and Toast ® (Macintosh) for CD/DVD burning, PhotoSuite ® for digital photography, and VideoWave ® for digital video. Roxio also makes GoBack® , the #1 selling system recovery software that enables PC users to instantly recover from system crashes, virus attacks and data loss. Roxio distributes its products globally through strategic partnerships with major hardware manufacturers, in stores with the leading worldwide retailers, through Internet partnerships and also sells its products direct at www.roxio.com. Headquartered in Santa Clara, California, Roxio also maintains offices in Minnesota, Canada, United Kingdom, Netherlands, Germany and Japan. The company currently employs more than 400 people worldwide. Roxio is a member of the S&P SmallCap 600 and the Russell 2000 Index. Safe Harbor Statement Except for historical information, the matters discussed in this press release, in particular matters related to Roxio's purchase of Napster's assets and the distribution of content, are forward-looking statements that are subject to certain risks and uncertainties, including the uncertainties of the bankruptcy proceedings, the risk that one or more potential purchasers may submit to the court more attractive terms, competition in the digital content distribution industry, intellectual property litigation surrounding digital content distribution and the uncertainty that consumers will adopt paid electronic distribution of digital content, that could cause actual results to differ materially from those projected. Additional information on other factors that could cause Roxio's performance to differ from projections are contained in Roxio's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K as filed with the SEC on July 1, 2002 and Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, copies of which are available at the website maintained by the SEC at http://www.sec.gov. Roxio assumes no obligation to update the forward-looking statements included in this press release. FREQUENTLY ASKED QUESTIONS Q: Why is Roxio purchasing Napster's Assets? A: We feel that Napster has value that is synergistic with Roxio's current digital media offerings and long-term vision for the future of digital media and entertainment. Q: What filings have been submitted toward the proposed transaction? A: Today, November 15, 2002, Napster will file a sale order motion with the Delaware bankruptcy court to sell Napster's assets. Q: When is the deal expected to close? A: Closure is subject to the approval of the bankruptcy court, which is expected on November 27, 2002. Q: What is the proposed purchase price? A: Pursuant to the legal filings with the Delaware court, we have offered $5 million in cash and 100,000 warrants to purchase Roxio common stock. Q: What are the terms of this deal? A: Roxio will purchase substantially all of Napster's assets, including the company's intellectual property (several technology patents). Q: Does Roxio inherit Napsters' liabilities in this proposed transaction? A: No, Roxio is not subject to any of Napster's liabilities, including pending litigation. Q: After the completion of the transaction, what is Roxio's strategy for Napster? A: Following the close of the transaction, we will provide consumers and investors a strategic vision of how Napster will expand Roxio's role in the digital media landscape and enhance our offerings to consumers. __________________ i beat the internet - the end boss is hard Secret Temple of It