Delaware Court of Chancery Rules in Favor of Liberty Media Corporation
April 29 2011 - 3:04PM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LCAPA, LCAPB,
LINTA, LINTB, LSTZA, LSTZB) announced that today the Delaware Court
of Chancery has ruled in Liberty’s favor in its case against the
Bank of New York. The court’s ruling states that the previously
announced plan to split-off (the “Split-Off”) the businesses,
assets and liabilities currently attributed to Liberty’s Liberty
Capital and Liberty Starz tracking stock groups will not constitute
a disposition of all or substantially all the assets of Liberty
Media, LLC under the indenture governing its public
indebtedness.
The parties have been directed to prepare a form of final decree
implementing the ruling for the Court’s consideration, and Liberty
expects a final decree will be entered in the near future. The
judgment is subject to appeal, which must be lodged within 30 days
from the entry of the final decree. If an appeal is filed, Liberty
will request expedition of the appeal.
The consummation of the Split-Off is conditioned on a final
non-appealable judgment on this matter, in addition to the other
conditions disclosed in Liberty’s proxy statement.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of electronic
retailing, media, communications and entertainment businesses.
Those interests are attributed to three tracking stock groups: (1)
the Liberty Interactive group (Nasdaq: LINTA, LINTB), which
includes Liberty Media's interests in QVC, Provide Commerce,
Backcountry.com, Celebrate Interactive, Bodybuilding.com and
Expedia, (2) the Liberty Starz group (Nasdaq: LSTZA, LSTZB), which
includes Liberty Media's interest in Starz, LLC, and (3) the
Liberty Capital group (Nasdaq: LCAPA, LCAPB), which includes all
businesses, assets and liabilities not attributed to the
Interactive group or the Starz group including its subsidiaries the
Atlanta National League Baseball Club, Inc., and TruePosition,
Inc., Liberty Media’s interest in SIRIUS XM Radio, Inc., and
minority equity investments in Live Nation, Time Warner Inc. and
Viacom.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of the split-off entity or any of
Liberty's tracking stocks. The offer and sale of shares in the
proposed split-off will only be made pursuant to Liberty Splitco,
Inc.’s effective registration statement. Liberty stockholders and
other investors are urged to read the Form S-4 registration
statement on file with the SEC, including Liberty’s proxy
statement/prospectus contained therein, because they contain
important information about the split-off. Copies of Liberty's and
Liberty’s Splitco, Inc.’s 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
Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado
80112, Attention: Investor Relations, Telephone: (720)
875-5408.
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 to approve the split-off.
Information regarding the directors and executive officers of each
of Liberty and the split-off entity 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 filed with the SEC (preliminary
filings of which have been made with the SEC).
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