Vivendi said that it will acquire San Diego-based MP3 for $372 million and will use the company's assets to reinforce its digital efforts in online music, subscriptions, branding and technology.

The premium of almost $2 a share is attractive, but the stock is still well down from its 52-week high of $22.50 a share.

MP3.com will continue to function as an independent distributor of music content for all record labels and independent artists, Vivendi said.

Vivendi said MP3.com is a candidate to provide state-of-the-art technical contributions for Duet, its joint venture with Sony Music, to create an online digital music subscription service. Duet is expected to launch this summer.

Vivendi also gets MP3.com's Music InterOperating System, designed to allow the music business to interoperate in new ways by connecting retailers, labels, music players, and hardware and software tools.

Michael Robertson, MP3.com founder, chairman and chief executive officer, will become a special adviser to Jean-Marie Messier, chairman and chief executive officer of Vivendi Universal, with regard to digital distribution.

"The MP3.com strategic acquisition is a big step forward for Vivendi Universal's priority to develop and implement an aggressive, legitimate and attractive offering of our content to consumers," said Messier. "...their engineering and digital expertise will be a tremendous advantage for Vivendi Universal, especially in the digital distribution of all (our) content and the creation of common technology platforms."

The deal was structured so that MP3.com shareholders have the ability to elect $5 per share in cash, a number of Vivendi Universal shares (in the form of American Depositary Receipts) having a value of $5, or any combination thereof.

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There are currently over 150,000 artists from more than 180 countries that make their music available to music fans through MP3.com.

"We will continue with our current MP3.com pursuits, but also work with our new partners to innovate subscription systems and music offerings that reach a global audience across many devices," Robertson said.

Vivendi's media and communications business is divided into five business segments: Music, Publishing, TV and Film, Telecoms and Internet.