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"We are pleased to announce the Board's approval to recapitalize Liberty
into two tracking stocks," said
The
In the recapitalization, Liberty stockholders will receive one share of
the corresponding series of
The subscription rights are being issued to raise capital for general
corporate purposes of the
The proposed recapitalization is intended to be tax-free to stockholders and its completion will be subject to various conditions, including the affirmative vote of a majority of the voting power of Liberty's outstanding shares present in person or by proxy at the stockholder meeting, voting together as a single class, and the receipt of a tax opinion from counsel. Subject to the satisfaction of the conditions to closing, the recapitalization is currently expected to occur this summer.
This announcement and Liberty's fourth quarter and year end 2011
earnings will be discussed on a conference call today at
Please call Premiere Conferencing at (888) 452-4034 or (719) 325-2145 at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature.
Replays of the conference call can be accessed through
In addition, the conference call will be broadcast live via the
Internet. All interested participants should visit the
About
Liberty (Nasdaq: LINTA, LINTB) owns interests in a broad range video and
online commerce businesses including QVC, Provide Commerce,
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the proposed recapitalization of Liberty's common stock, a related rights offering and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed recapitalization. These forward looking statements speak only as of the date of this press release, and Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty, including the most recent Form 10-K, for additional information about Liberty and about the risks and uncertainties related to Liberty's business which may affect the statements made in this press release.
Additional Information
Nothing in this press release shall constitute a solicitation to buy or
an offer to sell shares of Liberty's proposed new tracking stock or
Liberty's existing common stock. The offer and sale of shares of the
proposed tracking stock will only be made pursuant to an effective
registration statement. Liberty stockholders and other investors are
urged to read the registration statement to be filed with the
Participants in a Solicitation
The directors and executive officers of Liberty and other persons may be
deemed to be participants in the solicitation of proxies in respect of
proposals relating to the approval of the issuance of the new tracking
stock. Information regarding the directors and executive officers of
Liberty and other participants in the proxy solicitation and a
description of their respective direct and indirect interests, by
security holdings or otherwise, will be available in the proxy materials
to be filed with the
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