Liberty Media Announces Proposal to Acquire Barnes & Noble
May 19 2011 - 10:17PM
Business Wire
Liberty Media Corporation (Nasdaq: LCAPA, LCAPB, LINTA, LINTB,
LSTZA, LSTZB) announced today that it has made a proposal to
acquire Barnes & Noble Inc. for $17 per share in cash. Barnes
& Noble is the established leader in bookselling and is at the
forefront of the transition to digital, with a management team that
has demonstrated expertise in operations and positioned the company
for growth in a dynamic marketplace.
Liberty’s proposal, which contemplates that the acquisition will
be structured as a merger, is subject to various conditions,
including satisfactory financing and the participation of founding
chairman Leonard Riggio, both in terms of his continuing equity
ownership and his continuing role in management. Liberty’s equity
ownership, which would be attributed to the Liberty Capital group,
is expected to be approximately 70% of Barnes & Noble. Liberty
expects that its cash contribution toward the purchase price,
depending on the amount of financing that can be obtained, will be
in the range of $500 million.
As previously announced, Liberty plans to split-off the
businesses, assets and liabilities currently attributed to the
Liberty Capital and Liberty Starz tracking stock groups.
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.
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 proposed transactions,
including the proposed acquisition of Barnes & Noble and the
pending split-off of the Liberty Capital and Liberty Starz tracking
stock groups 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
transactions. These forward looking statements speak only as of the
date of this press release, and Liberty Media 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 Media'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 Media, including the most recent Form
10-Q and Form 10-K, for additional information about Liberty Media
and about the risks and uncertainties related to Liberty Media'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 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, are
available in the definitive proxy materials on file with the
SEC.
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