April 5, 2001 – EMusic.com Inc., the downloadable music subscription service, today announced that it has entered into a non-binding letter of intent to be acquired by a major publicly-held media company in a cash transaction. The proposed acquisition price is $0.57 per fully diluted share.

Preliminary Financial Results for the Third Quarter:
EMusic also announced that it expects to report revenues for the quarter ended March 31, 2001 of approximately $4.2 million. The company expects to report music revenues for the quarter of approximately $2.2 million, up from $1.7 million in the quarter ended December 31, 2001. EMusic finished the quarter with over 10,000 active paying subscribers to its MP3 music service, up from 4,500 at the end of the December quarter -- and higher than the 8,000 originally anticipated by the company at the time of its last earnings call. Active paying subscribers do not include any subscribers in trial or promotional programs. EMusic expects to report advertising revenues of approximately $2.0 million, down from $3.0 million for the quarter ended December 31, 2001 as the company continued to experience the impact of the depressed online advertising market. EMusic had approximately $10.9 million in cash and short-term investments as of March 31, 2001.

"Despite the obviously challenging business environment, we are extremely pleased with the continued strong growth of our downloadable music subscription service," said Gene Hoffman, EMusic president and CEO. "With our EMusic.com and RollingStone.com Web sites, our company has taken a recognized leadership position in online music, a market that continues to generate great excitement and interest among both vendors and consumers alike."

Nasdaq Listing:
EMusic also reported that it expects to receive a Nasdaq Staff Determination indicating that it has failed to comply with the minimum bid price requirement for continued listing set forth in Marketplace Rule 4450(a)(5) and that its securities are, therefore, subject to de-listing from the Nasdaq National Market. Upon receipt of such letter, EMusic intends to request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination, and there can be no assurance that the Panel will grant the Company's request for continued listing. Under Nasdaq's rules, the Company's common stock will continue to trade on the Nasdaq National Market pending the outcome of the hearing.