Liberty's stake in News to be exchanged for 38.5% of DIRECTV, Three
Regional Sports Networks, and Cash
ENGLEWOOD, Colo., Dec. 22 /PRNewswire-FirstCall/ -- Liberty Media
Corporation (Nasdaq: LINTA, LCAPA) ("Liberty") announced today that it has
entered into a definitive agreement with News Corporation ("News") to
exchange Liberty's 16.3% stake in News for News's 38.5% stake in DIRECTV
Group, Inc. (NYSE: DTV) ("DIRECTV"), regional sports networks in Denver,
Pittsburgh, and Seattle, and cash.
"We are happy to become the largest shareholder in the world's largest
satellite television provider. Chase Carey and the DIRECTV team have done a
fantastic job, and we look forward to the strategic benefits of them
joining the Liberty family," said Liberty President and CEO Greg Maffei who
added, "During 2006 we converted many passive investments into strategic
operating businesses, but this transaction is the largest and most
important. DIRECTV and the regional sports networks represent a critical
step in our efforts to transform Liberty Media into a well-positioned,
focused operating company."
"We are extremely pleased with the successful, tax-efficient conversion
of our News holding. Our investment in DIRECTV will create financial,
operating, and strategic flexibility," said Liberty Chairman John Malone.
"Liberty's ownership of News has created tremendous value for our
shareholders, and we are grateful to Rupert Murdoch and News management."
DIRECTV President and CEO Chase Carey stated, "We are very excited
about welcoming Liberty to DIRECTV. They bring a wealth of expertise in
media and technology that will be invaluable. I have known both John Malone
and Greg Maffei for over 10 years which gives me great confidence this
transition will be smooth, and we will move forward without missing a beat.
I also want to take advantage of this opportunity to thank Rupert Murdoch
and News for their contributions to DIRECTV's success over the last three
years."
It is expected that Chase Carey will continue to serve as DIRECTV's
President and CEO, and Liberty will appoint directors to fill the board
seats currently held by News representatives.
Under the agreement, pursuant to Section 355 of the IRC, Liberty will
transfer to News 188,000,000 NWS shares and 324,637,067 NWS.A shares, and
News will transfer to Liberty the stock of a subsidiary that holds
470,420,752 shares of DIRECTV common stock, the Fox Sports Rocky Mountain,
Northwest and Pittsburgh regional sports networks, and $550 million in
cash.
The transaction, which was unanimously approved by the boards of News
and Liberty, is expected to close in mid-2007, and is subject to regulatory
and News Corp shareholder approvals and the receipt of a private letter
ruling from the Internal Revenue Service.
Liberty was represented in the transaction by the investment banking
firm of Bear Stearns and the law firm of Baker Botts.
About Liberty Media Corporation
Liberty Media Corporation owns a broad range of electronic retailing,
media, communications and entertainment businesses and investments. Those
interests are attributed to two tracking stock groups: the Liberty
Interactive group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty Capital group
includes Liberty's interests in Starz Entertainment, News Corporation, and
Time Warner. For more information, please see http://www.libertymedia.com.
About DIRECTV
DIRECTV, Inc., the nation's leading satellite television service
provider, presents the finest television experience available to more than
15.6 million customers through exclusive content, industry-leading customer
service (which has surpassed cable for six years running) and superior
technologies. Each day, DIRECTV subscribers enjoy over 250 channels of 100%
digital picture and sound; exclusive programming and the most comprehensive
collection of sports programming available anywhere including NFL SUNDAY
TICKET(TM), and MLB EXTRA INNINGS(TM). DIRECTV (NYSE: DTV) also leads the
digital television technology revolution with exclusives such as NFL SUNDAY
TICKET SuperFan(TM), US Open Interactive, and YES Network Interactive and
will soon have the capacity to offer over 150 channels in HD. For the most
up-to-date information on the Company, please visit http://www.directv.com.
Forward-Looking Statements: This press release contains forward-looking
statements within the meaning of the Federal securities laws, including the
anticipated completion date of the proposed transaction. These forward
looking statements involve certain risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by
these statements. For a description of these risks and uncertainties,
please see the most recently filed Form 10-Q and Form 10-K for Liberty
filed with the Securities and Exchange Commission.
SOURCE Liberty Media Corporation
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Related links:
http://www.libertymedia.com
http://www.directv.com
CONTACT:
John Orr of Liberty Media Corporation,
+1-720-875-5622
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