Discovery Holding Company Announces Results of Shareholders Meeting and Trading Information for Discovery Communications, Inc. a
September 16 2008 - 5:46PM
PR Newswire (US)
ENGLEWOOD, Colo., Sept. 16 /PRNewswire-FirstCall/ -- Discovery
Holding Company (NASDAQ:DISCANASDAQ:DISCB) ("DHC") announced today
that at DHC's annual meeting held on September 16, 2008, the
shareholders of DHC approved all of the proposals submitted to the
shareholders, which included a series of proposals that authorize
DHC to combine its stake in Discovery Communications, LLC
("Discovery") and Animal Planet L.P. with Advance/Newhouse
Programming Partnership's ("Advance/Newhouse") stake. As a result
of the receipt of the approval of DHC's shareholders, the parties
expect to promptly close the previously announced transaction,
which will involve the following steps: * DHC will spin-off to its
stockholders (the "Spin-off") a wholly-owned subsidiary, Ascent
Media Corporation ("AMC"), holding the networks and creative
services businesses of Ascent Media Group ("Ascent Media"). *
Immediately following the Spin-off, DHC will combine with a
subsidiary of Discovery Communications, Inc. ("DCI"), and existing
DHC shareholders will receive shares of common stock of DCI. * As
part of the same plan, Advance/Newhouse will contribute its
interests in Discovery and Animal Planet to DCI in exchange for
preferred stock that, immediately after the closing of the
transaction, will be convertible into shares representing one-third
of the outstanding shares of common stock of DCI. The preferred
stock held by Advance/Newhouse will entitle it to elect three
members of DCI's board of directors and to exercise approval rights
with respect to the taking of specified actions by DCI and its
subsidiaries. As a result of the transaction, DCI will become a
public company and will own 100% of Discovery and Animal Planet.
The parties expect closing to occur after the close of market on
September 17, 2008. DHC has been advised by Nasdaq that shares of
Series A common stock of AMC will trade, on a when-issued basis, on
the Nasdaq Global Market under the symbol "ASCMV" beginning on
September 17, 2008, and it is expected that the Series A common
stock of AMC will begin regular way trading on the Nasdaq Global
Market under the symbol "ASCMA" and the Series B common stock of
AMC will begin regular way trading on the OTC Bulletin Board under
the symbol "ASCMB" on September 29, 2008. It is also expected, upon
consummation of the transaction, that the Series A, Series B and
Series C common stock of DCI will begin regular way trading on the
Nasdaq Global Select Market under the symbols "DISAD," "DISBD" and
"DISCK", respectively, on September 18, 2008. About Discovery
Holding Company DHC's businesses and assets include 100% of Ascent
Media and a 66-2/3% ownership interest in Discovery, which DHC
accounts for using the equity method of accounting. Ascent Media
provides creative and network services to the media and
entertainment industries in the United States, the United Kingdom
and Singapore. Ascent Media's clients include major motion picture
studios, independent producers, broadcast networks, cable
programming networks, advertising agencies and other companies that
produce, own and/or distribute entertainment, news, sports,
corporate, educational, industrial and advertising content.
Discovery is a global media and entertainment company that provides
original and purchased video programming across multiple platforms
in the U.S. and over 170 other countries. Discovery also develops
and sells branded commerce and educational product lines in the
United States. About Discovery Communications, LLC Discovery is the
number-one nonfiction media company reaching more than 1.5 billion
cumulative subscribers in over 170 countries. Discovery's 100-plus
worldwide networks are led by Discovery Channel, TLC, Animal
Planet, The Science Channel, Discovery Health and HD Theater, with
digital media properties including HowStuffWorks.com. Discovery is
owned by DHC (NASDAQ:DISCANASDAQ:DISCB), Advance/Newhouse
Communications and John S. Hendricks, Discovery's founder and
chairman. About Ascent Media Group Santa Monica, California-based
Ascent Media is a wholly-owned subsidiary of DHC, which, through
its Creative Services and Network Services divisions, provides
creative and technical media services to the media and
entertainment industries. Through more than 75 facilities in
California, New York, London, Singapore and other locations
throughout the world, Ascent Media provides effective solutions for
the creation, management and distribution of content to major
motion picture studios, independent producers, broadcast networks,
cable channels, advertising agencies and other companies that
produce, own and/or distribute entertainment, news, sports,
corporate, educational, industrial and advertising content. More
information about Ascent Media is available at
http://www.ascentmedia.com/. Forward-Looking Statements Except for
historical information contained herein, this press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including DHC's
plans to spin-off Ascent Media and combine its interest in
Discovery with Advance/Newhouse's interest in Discovery and Animal
Planet. 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, including
Ascent Media's and Discovery's ability to continue financial and
operational growth at historic levels, and DHC's ability to
successfully operate and integrate Discovery. These forward-looking
statements speak only as of the date of this release. DHC expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in DHC's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. Additional Information Nothing in this release
shall constitute a solicitation to buy or an offer to sell shares
of DCI. The offer and sale of such shares in the proposed
transaction will only be made pursuant to the registration
statement of DCI on Form S-4 filed with the SEC and declared
effective on August 7, 2008. DHC stockholders and other investors
are urged to read the registration statement, including the proxy
statement/prospectus contained therein, because it contains
important information about the transaction. A copy of the
registration statement and the proxy statement/prospectus is
available free of charge at the SEC's website
(http://www.sec.gov/). Copies of the proxy statement/prospectus and
the filings with the SEC that is incorporated by reference in the
proxy statement/prospectus can also be obtained, without charge, by
directing a request to Discovery Holding Company, 12300 Liberty
Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone: (720) 875-5408. This press release is for
informational purposes only and is not an offer to purchase or a
solicitation of an offer to sell shares of DHC common stock or
Ascent common stock. DATASOURCE: Discovery Holding Company CONTACT:
John Orr, +1-720-875-5622, for Discovery Holding Company Web site:
http://www.discoveryholding.com/ http://www.ascentmedia.com/
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