Liberty Interactive Corporation Announces Redemption Date for Split-Off of Liberty Expedia Holdings
October 17 2016 - 4:15PM
Business Wire
Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA,
LVNTB) (“Liberty Interactive”) announced today that it intends to
complete the proposed split-off (the “Split-Off”) of Liberty
Expedia Holdings, Inc. (“Liberty Expedia”) through the redemption
of shares of its Liberty Ventures common stock in exchange for
shares of Liberty Expedia at 5:00 p.m., New York City time, on
Friday, November 4, 2016 (such date and time, the “Redemption
Date”), subject to the satisfaction or waiver (as applicable) of
the conditions to the Split-Off (including, but not limited to, the
receipt of stockholder approval). Following the completion of the
Split-Off, Liberty Expedia would hold Liberty Interactive’s 15.8%
ownership interest and 52.4% voting interest in Expedia, Inc.
(as of June 30, 2016), Liberty Interactive’s wholly owned
subsidiary Bodybuilding.com, LLC, anticipated corporate level
cash and cash equivalents of $50 million and $350 million
in indebtedness.
On the Redemption Date, Liberty Interactive will redeem
(i) 0.4 of each outstanding share of its Series A Liberty
Ventures common stock for 0.4 of a share of Liberty Expedia’s
Series A common stock and (ii) 0.4 of each outstanding
share of its Series B Liberty Ventures common stock for 0.4 of a
share of Liberty Expedia’s Series B common stock. Cash will be
paid in lieu of any fractional shares (after taking into account
all of the shares of Liberty Ventures common stock and Liberty
Expedia common stock owned by each holder of record thereof, as
applicable). For instructions as to how to surrender shares of
Liberty Ventures common stock for redemption in the Split-Off,
please see “Information Regarding the Surrender and Redemption of
Liberty Ventures Shares in the Split-Off” below.
The Split-Off is described in more detail in Liberty
Interactive’s proxy statement (the “Proxy Statement”), dated
September 30, 2016, for its special meeting of stockholders to be
held on November 1, 2016 (the “Special Meeting”). The Proxy
Statement was mailed to holders of record of Liberty Interactive’s
Liberty Ventures common stock as of 5:00 p.m., New York City
time, on September 28, 2016, which was the record date for the
Special Meeting. You may access the Proxy Statement on the
investor relations page of Liberty Interactive’s website
(www.libertyinteractive.com), or you may contact D.F.
King & Co., Inc. at (212) 269-5550 (brokers and
banks) or (800) 820-2415 (toll free) to receive a copy of the Proxy
Statement.
Additional information relating to the Split-Off, including any
applicable information regarding the trading of Liberty Ventures
common stock and Liberty Expedia common stock, will be announced
once available.
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements about the completion of the proposed
Split-Off. 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, Liberty Interactive’s ability to satisfy the
conditions to the proposed Split-Off. These forward-looking
statements speak only as of the date of this press release, and
Liberty Interactive 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 Interactive’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 Interactive, including the most recent Forms 10-K and 10-Q,
for additional information about Liberty Interactive and about the
risks and uncertainties related to Liberty Interactive’s business
which may affect the statements made in this press release.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive Corporation’s subsidiaries, QVC, Inc. and zulily, llc,
and its interest in HSN, Inc., and the businesses and assets
attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB)
consist of all of Liberty Interactive Corporation’s businesses and
assets other than those attributed to the QVC Group, including its
interests in Expedia, Liberty Broadband Corporation and FTD, its
subsidiaries Bodybuilding.com and Evite, and minority interests in
Interval Leisure Group, Time Warner, Lending Tree and Charter.
Information Regarding the Surrender and
Redemption of Liberty Ventures Shares in the Split-Off
Holders of certificated shares of Liberty Interactive’s Liberty
Ventures common stock will receive a letter of transmittal from
Computershare Trust Company, N.A., the exchange agent, with
instructions on how to surrender the portion of such holder’s
shares that are subject to redemption for shares of the
corresponding series of Liberty Expedia’s common stock. A
holder must surrender its stock certificates, together with a
completed and duly executed letter of transmittal (and any other
documentation required thereby) to Computershare as instructed in
the letter of transmittal in order to receive their Liberty Expedia
shares. A holder that properly surrenders its certificates will
receive (i) shares of Liberty Expedia common stock in book-entry
form and (ii) shares of Liberty Ventures common stock in book-entry
form representing the portion of such holder’s Liberty Ventures
shares that were not redeemed in the Split-Off. Holders are
asked not to send their stock certificates to Computershare until
they have received a letter of transmittal, and are asked not to
send their stock certificates to Computershare without a duly
executed letter of transmittal.
Holders of shares of Liberty Interactive’s Liberty Ventures
common stock in book-entry form will not need to take any action to
receive shares of Liberty Expedia’s common stock in the Split-Off.
Rather, a holder’s account will be debited and promptly thereafter
credited with the applicable shares deliverable to such holder in
connection with the Split-Off. No letter of transmittal will be
delivered for shares of Liberty Interactive’s Liberty Ventures
common stock held in book-entry form.
Additional Information
Nothing in this communication shall constitute a solicitation to
buy or an offer to sell shares of Liberty Expedia or any of Liberty
Interactive’s tracking stocks. The offer and sale of shares in the
proposed Split-Off will only be made pursuant to Liberty Expedia’s
effective registration statement. Liberty Interactive stockholders
and other investors are urged to read the registration statement
and the joint proxy statement/prospectus regarding the transaction
filed with the SEC and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they contain important information about the proposed
Split-Off. Copies of these SEC filings are available free of charge
at the SEC’s website (http://www.sec.gov). Copies of the filings
together with the materials incorporated by reference therein are
also available, without charge, by directing a request to Liberty
Interactive Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (720)
875-5420.
Participants in a Solicitation
The directors and executive officers of Liberty
Interactive and other persons may be deemed to be participants
in the solicitation of proxies in respect of proposals to approve
the proposed Split-Off. Information regarding the directors and
executive officers of Liberty Interactive is available in
its definitive proxy statement, which was filed with
the SEC on July 8, 2016, and certain of its
Current Reports on Form 8-K. For other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, see the joint proxy statement/prospectus
relating to the proposed Split-Off, which forms a part of the
registration statement, filed with the SEC. Free copies of
these documents may be obtained as described in the preceding
paragraph.
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