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Summary:

Audible (NSDQ: ADBL), the spoken word company which is in the process of being bought by Amazon.com (NSDQ: AMZN), has filed with SEC on a ti…

Audible (NSDQ: ADBL), the spoken word company which is in the process of being bought by Amazon.com (NSDQ: AMZN), has filed with SEC on a timeline of how the process of its sale went through. The company announced last week that it was selling to the book retailer for $300 million.

According to the filing, the process started in March 2007 with Audible’s board agreeing to go look for buyers. By April it has hired Allen & Co to manage the process. From March through the end of July, Allen approached 12 potential acquirers, and informed them that an offer of $12.50 per share would likely represent an acceptable offer price. No acquisition proposals were received, and communications with these potential acquirers did not progress enough to justify allowing these parties to commence a due diligence review of Audible, the filing said.

It was then that Don Katz, the CEO of Audible met Jeff Bezos in July last year, and then brought up the possibility on Amazon purchasing the shares of common stock held by the Apax Funds (major investor in the firm), as well as the possibility of a larger strategic business relationship.

Communication went back and forth between the two parties, and Amazon initially came in with a lower bid of $11 a share, which after more negotiations was raised to $11.50 per share. The deal was signed on Jan 30th and the official announcement came out Jan 31st.

Breakup fee if the deal doesn’t go through: Audible may have to to pay to Amazon up to $3.5 million for the expenses incurred and a termination fee of $10 million.

Allen & Co’s fee with this transaction: about $3.6 million.

From reading the document, it seems like Apax has been pressuring Audible to sell, or at least wanted to sell its stake in the company. We reported on Apax’s intention to sell in December.

We forgot to add this disclaimer earlier, as the commenter below so caustically points out: Disclaimer: Our investor Alan Patricof served as one of Audible

  1. Mr. Rafat Ali
    It was interesting to note as well as surprising to see your first ever comments about Audible Inc. in over 10 years of its existence as a publicly traded company. The timing was even more surprising. PaidContent.org has never covered Audible previously.

    APAX Managers, Mr. Alan Patricof and You were aware of the consequences and the effect of their and your news release to sell 5.9 mil shares of audible stock would have on the audible share price. Therefore deceiving the public into believing the market may be flooded with 5.9 mil shares. At the time of the news release APAX Managers, Mr. Alan Patricof as well as you knew that would not be the case. Since every one [except the public] already knew the shares would be tendered to Amazon at a lower offer price [$11.50] than what the share price was at the time of the news release. Mr. Rafat Ali you actively, willingly and knowingly participated and supported APAX Managers and Mr. Alan Patricof in the manipulation of the audible share price.

    One more thing, you forgot your Disclaimer: Our investor Alan Patricof served as one of Audible’s directors from August 2003 until his resignation in June 2007.

    It would fit nicely under the last sentence of your current article.

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  2. ROS
    You're very wrong on your conclusions. Firstly, we have been covering Audible since 2002 when I started this site…search for Audible on our site (http://www.paidcontent.org/results/91a8a5dda9645c1e09f5732660e2c367/).

    Secondly we had disclaimers on for the longest time, but Alan resigned from the Audible board as you know well, and he is NOT APAX…he now runs his own venture firm and not involved in Apax. He is invested in us through his firm, not Apax. So yes, as you said, we should have added disclaimer too, but give us a break, I just forgot. The disclaimer line you pasted above it the one we've used for a while.

    And no, I don't speak to Alan about Audible…up to you on whether you want to believe it or not.

    And no, am not interpreting anything…it is pretty clear what SEC filings say.

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  3. Mr. Rafat Ali,
    Alright already about the disclaimer, that was only a side note. You are trying to spin it into the main subject.

    The main subject of my comment was the obvious audible stock manipulation by APAX Management you actively supported. At least you are not disputing that fact, you simply ignored it.

    You headline should have been: HOW AUDIBLE AND APAX SOLD OUT SHARE HOLDERS.

    That would have been more accurate.

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  4. To your headline — "How Audible Sold Itself To Amazon; No Competing Bids; Price Came Down From Earlier Hopes"

    The sale of Audible.com to Amazon is not yet a completed transaction.

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