Liberty Media Corporation today announced that its Board of Directors authorized a plan to acquire all of the issued and outstanding shares of Liberty Digital, Inc. that it does not already own.
Pursuant to the terms of the merger, Liberty Digital stockholders would receive 0.25 shares of Liberty Media Corporation Series A common stock for each share of Liberty Digital, Inc. Series A common stock held. Liberty Media currently owns all of the issued and outstanding shares of Liberty Digital, Inc. Series B common stock.
Because Liberty Media owns in excess of 90% of the outstanding common stock of Liberty Digital, the merger, which is intended to be tax free, is expected to be accomplished as a “short form” merger under Delaware law. As a result, neither the approval of Liberty Digital’s Board of Directors nor its public stockholders are required to effect the merger; however, statutory appraisal rights will be available to stockholders of Liberty Digital who elect to assert such rights. Accordingly, there are no significant conditions to closing and closing is expected during the first quarter of 2002.
Liberty Digital was originally created in 1999 when Liberty Media contributed certain of its rights related to and investments in interactive programming and content businesses to Liberty Digital’s predecessor, TCI Music, Inc. Liberty Digital’s principal operating activities are conducted through its 56% ownership interest in DMX/AEI MUSIC, Inc. and its 50% ownership interest in The Game Show Network. Liberty Digital also has ownership interests in a number of diversified new media companies primarily focused on the development of interactive television programming, interactive television technology, e-commerce and content. Liberty Media currently owns approximately 92% of the issued and outstanding stock of Liberty Digital.
Liberty Media Corporation holds interests in a broad range of domestic and international video programming, communications, technology and Internet businesses.
The foregoing are “forward-looking statements” which are based on management’s beliefs as well as on a number of assumptions concerning future events made by and information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Liberty Media’s control. For a more detailed description of the factors that could cause such a difference, please see Liberty Media’s filings with the Securities and Exchange Commission. Liberty Media disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.