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How many deadlines will it take Terra Firma to buy EMI?

Less than a week after declaring that July 29 would be the last deadline EMI Group PLC (LSE: EMI) shareholders would get to sell to European private equity firm Terra Firma has announced one more deadline before the offer lapses: August 1. The deal requires 90% of shareholders to succeed, a value set by backer Citigroup's(NYSE: C) Citibank, and Billboard.biz reports that Terra Firma had acquired nearly 85% by closing last Friday. The previous deadline was 28 hours before on Thursday.

The £2.5 billion (or $5.1 billion) deal for Terra Firma to buy EMI was originally announced in May, but before Warner Music Group (NYSE: WMG) dropped out, Terra Firma had obtained less than 4% of shares. That was two weeks ago and the private equity firm reported to Billboard.biz that insurance giant Allianz was one of the major holdouts by Friday, holding 96,600 shares.

Terra Firma is offering 265 pence (roughly $5.38) per share in the offer, while EMI stock closed at 256.62 pence today. Before WMG's pull-out EMI stock had risen well above 270 pence, but after that the stock fell dramatically, falling as low as 245 during daily trading (never closing there). Shareholders originally held out in the hope that WMG would make an offer as lucrative as an earlier offer by the music giant for 315 pence.

The number of shares Terra Firma had on Friday (85%) was such a higher value than a week prior (26%) and a week before that (less than 4%), that it would be surprising if the deal did not go through by Wednesday. Then again, another deadline (no matter the possibility) may still be required!

Warner Music drops plans to buy EMI

Billboard.com announced yesterday that the Warner Music Group (NYSE: WMG) has dropped plans to make a counterbid for London-based EMI Group PLC (LSE: EMI) by the deadline on Thursday, but will still retain the right to make an offer within the next six months. The only other potential bidder left to reply to the Thursday deadline now is former EMI CEO Jim Fifield.

This announcement is only the second official indication that WMG was even interested in making an offer for EMI following European private equity firm Terra Firma's offer in May. If WMG had decided to make an offer before Thursday, it would have been the second time since last year and only the most recent in a seven year game between the two music giants. It was speculated that the deadlines made for Terra Firma were because EMI shareholders were waiting for a move by WMG, while the firm had only gained around 4% of EMI shares by last Thursday. The previous bid from WMG for EMI was 315 pence per share, which was rejected (Terra Firma's 265 pence offer was approved and recommended by EMI heads, primarily because it had a higher probability of being approved by the European Commission -- which it was last week).

Despite the announcement (or in reaction to it), WMG shares rose slightly yesterday, closing at $13.77, up from $13.76 on Tuesday. EMI on the other hand, continued its fall, dropping another .13 pence to close at 266.37 pence. Trading in London for the day had brought the price as low as Terra Firma's bid of 265 pence, before rising to close slightly lower than Tuesday.

Will Warner Music trump Terra Firma for EMI?

According to the Associated Press, Warner Music Group (NYSE: WMG) and former EMI Group PLC (LSE: EMI) CEO Jim Fifield have until Thursday to make an offer for the London-based music company. That date is the most recent extended deadline for a deal between EMI and private equity firm Terra Firma to be completed, and the report indicates that "many analysts believe Warner Music will trump Terra Firma's offer with a higher one."

The Terra Firma offer, set at 265 pence, or roughly $5.30, is significantly lower than a previous WMG offer from over a year ago: 315 pence. Additionally, EMI stock had enjoyed a boost since July 5, but after the announcement that the European Commission had approved the deal, the stock dropped again. Yesterday, EMI stock continued to fall, closing at 266.52 pence, down another 3 pence from Friday. Shareholders hoping WMG might make a counter bid to Terra Firma are certainly seeing their hopes and the price fall back to near the offer price.

If WMG does make an offer like analysts predict, it seems unlikely that it will be as high as 315 pence, but other rumors in the past few months have quoted 285 or 290 as possibilities. The AP reports that both WMG and Fifield will be "excluded from making another approach for six months under stock exchange rules." For WMG and EMI shareholders though, another six months is nothing new compared to the seven years EMI and WMG have played the buyout game.

Terra Firma extends bid for EMI, again

Over a week ago, the European private equity firm Terra Firma extended the deadline for its offer to buy EMI Group PLC (LSE: EMI) from July 5 to July 12. It was the second extension the firm had made, and this morning a third extension was made until July 19. According to Billboard.com, by 1 p.m. yesterday, just 3.82% of EMI's shares had been sold to Terra Firma. A week ago, that figure was 3.56%.

Yesterday, the European Commission approved the buyout; the regulatory commission found no antitrust issues. At the same time, EMI stocks dropped from the boost they enjoyed last week, falling from 271 pence on Wednesday's closing to close at 268.75 yesterday afternoon. The stock has fared nicely today, but has not risen much more than one pence in trading.

This third extension from Terra Firma comes in the face of continued hopes from EMI shareholders that Warner Music Group (NYSE: WMG) will make a counterbid. Billboard.com has also commented that "WMG is reported to have appointed Alan Mnuchin, of Wall Street investment group AGM Partners, to re-assess how to make another counterbid for EMI."

A merger between EMI and WMG might be beneficial for shareholders, but consumers of music from both companies may not be as happy. EMI dropped the use of Digital Rights Management technology in April, paving the way for higher quality downloads from online stores like Apple Inc. (NASDAQ: AAPL)'s iTunes Store and a future Amazon.com (NASDAQ: AMZN) store. WMG has remained firm in its support for DRM use. A combination of the two may result in the reversal of DRM-free use of EMI's products.

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