Audible.com Shareholder Red Oak Partners, LLC Opposes Proposed Acquisition of Company for $11.50/Share by Amazon.com

Business Wire, March 7, 2008

NEW YORK -- Red Oak Partners, LLC, a shareholder of Audible.com stock (ticker ADBL), has disclosed today that it sent a letter to the Chairman of Audible.com as well as the Chairman of Amazon.com (ticker AMZN) criticizing the proposed acquisition of Audible at $11.50./share as representing an unfair price. David Sandberg, the portfolio manager of the Red Oak Fund, LP, stated, "We analyzed this offer in great detail and believe the board ignored important factors in recommending the deal. The basis of our opinion is described in our letter." The letter Red Oak Partners, LLC sent reads as follows:

March 6th, 2008























Mr. Donald Katz







Audible Inc.







1 Washington Park







Newark, NJ 07102

Dear Mr. Katz,

We are writing to express our criticism of Audible.com's acceptance of Amazon.com's $11.50/share offer, an offer which we believe to be inadequate and below fair value. Red Oak Partners owns 364,400 shares of Audible (approximately 1.4% of Audible) and - as noted below - we do not intend to accept this price. This letter is being submitted now because Audible took (what we believe to be) an unacceptably long period of time to report its Q4 2007 results. We are especially concerned because Audible released its earnings just one week before the expiration of the Amazon tender offer. In our opinion this does not give holders adequate time to consider those earnings and evaluate the offer properly. Our concerns are highlighted below:

* 1. We contend that Audible's board relied on analysis about price premiums provided by Allen & Company (as noted in Audible's Schedule 14D-9 dated 2/11/08, page 18, bullet 1) that was flawed, because the December 6th, 2007 filing of Form S-3 (which registered nearly 6 million shares of Audible stock for resale in the public markets by Audible's largest shareholder, APAX managers, Inc.) created a clear "overhang" of stock, pushing Audible stock down more than 20% over the ensuing two weeks. We submit that rather than analyzing the price premium over the closing price of Audible stock the day before the $11.50/share Amazon offer was announced, Allen & Company should have evaluated price premiums vs. Audible's stock price before the S3 filing. In our opinion, Audible's strong Q4 2007 would have pushed its stock price higher - not lower - than pre-S3 filing levels.

* 2. Audible states in its 14D9 (dated 2/11/08, page 5) that "From March 2007 through the end of July 2007, Allen & Company approached 12 potential acquirers" and that "Allen & Company informed these potential acquirers that an offer of $12.50 per share to purchase all the outstanding shares of Company Common Stock would likely represent an acceptable offer price." We request that Audible make Allen & Company's analysis public so that shareholders may compare the analysis performed in March 2007 vs. Allen & Company's more recent analysis which has resulted in a lower price ($11.50/share vs. $12.50/share) than originally sought, despite a year in which Audible grew its revenues by 34% and added $0.50/share in cash to its balance sheet. Audible should require Amazon to extend its offer until that analysis is available and considered.

* 3. According to the 2/11/08 14D-9, Allen & Co's more recent financial analysis included numbers through December 7th, 2007. We question why Allen & Co. was not given estimates of the quarterly results, and why the directors did not wait until those results were available.

* 4. On page 18 of Audible's 2/11/08 14D-9, it is stated that Allen & Company utilized "(1) comparable company premiums analysis; (2) discounted cash flow analysis (" DCF "); (3) comparable precedent transactions analysis and (4) comparable company multiples analysis" to reach their $11.50/share price. We submit the following regarding each of these:

[TABLE OMITTED]

* 5. We question Allen & Company's $2.62 million fee. According to the 14D9, "over the past several years, Audible and Amazon have from time to time engaged in discussions concerning Amazon's potential acquisition of, investment in or commercial relationship with Audible." Thus, discussions between the two companies "pre-existed" Audible retaining Allen & Company as its financial advisor. Permitting fees to be paid for relationships which pre-existed a service provider is not in the best interests of shareholders and we believe is inappropriate. Further, according to the Schedule 14D-9A filed on 3/3/08, Allen & Company is to "be paid a fee equal to 1.2% of the price per share paid by any acquirer times the number of shares acquired minus the net cash, cash equivalents and short-term investments on Audible's books." We see no reference to additional retainer amounts and as such believe that Allen & Company will earn substantially less in fees if a deal is not completed. As such, there is an incentive for Allen & Company to get a deal done "at any cost," creating a potential conflict of interest which calls into question all of their analysis and recommendations to Audible's board.