- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 22 2009 - 12:26PM
Edgar (US Regulatory)
Filed by The DIRECTV Group, Inc. and DIRECTV pursuant to Rule 425
under
the Securities Act
of 1933.
Subject Company: The DIRECTV Group, Inc.
Commission File
No.: 001-31945
Subject Company: DIRECTV
Commission File
No.: 333-159810
Contact:
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Darris Gringeri
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Investor Relations
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(212) 205-0882
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(310) 964-0808
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dagringeri@directv.com
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The DIRECTV Group Announces Special Stockholder Meeting Relating to
Liberty Transactions
EL SEGUNDO, Calif., Oct. 22, 2009
In connection with the
previously announced transactions involving The DIRECTV Group, Inc. (DIRECTV
Group) (NASDAQ: DTV) and Liberty Media Corporation (Liberty) for the
combination of DIRECTV Group with Liberty Entertainment, Inc., a company
to be split-off from Liberty, DIRECTV Group announced that the Registration
Statement on Form S-4 of DIRECTV, a wholly-owned subsidiary of DIRECTV
Group, which includes a definitive proxy statement/prospectus of DIRECTV Group,
has been declared effective by the Securities and Exchange Commission (SEC) and
the definitive proxy statement/prospectus is being mailed to stockholders of
record of DIRECTV Group as of Oct. 9, 2009, commencing Oct. 21, 2009.
Investors
and security holders are urged to read these materials, as well as any other
relevant documents filed or that will be filed with the SEC, as they become
available, because these documents contain or will contain important
information. These materials and other
relevant materials (when they become available) and any other documents filed
by DIRECTV Group with the SEC, may be obtained for free at the SECs website,
www.sec.gov. In addition, the definitive materials that have been mailed to DIRECTV
Group stockholders contain information about how to obtain transaction-related
documents for free from DIRECTV Group. A special meeting of all stockholders of
DIRECTV Group will be held on Nov. 19, 2009 at 11:00AM (EST) at the
Sheraton New York Hotel and Towers at 811 7
th
Avenue, New
York, NY 10019, to vote on matters related to the proposed transactions.
-more-
The
proposed transactions are subject to the satisfaction of various conditions,
including the receipt of IRS private letter rulings and opinions of tax counsel;
approval of the holders of DIRECTV Group common stock, other than Liberty and
its subsidiaries, directors and officers of Liberty, John Malone and his
affiliates; approval of a majority in voting power of the holders of Liberty
Entertainment group tracking stock, other than John Malone, his affiliates and
officers and directors of Liberty; and other customary conditions. Assuming receipt of the requisite stockholder
approvals and satisfaction of all other conditions, the proposed transactions
are expected to close shortly after the stockholder meetings on Nov. 19,
2009.
Important
Additional Information Filed with the SEC
Nothing in this
communication shall constitute a solicitation to buy or an offer to sell shares
of Liberty Entertainment, Inc., DIRECTV, The DIRECTV Group, Inc. or
any of the Liberty Media tracking stocks. The offer and sale of shares in the
proposed business combination with Liberty Entertainment, Inc. will only
be made pursuant to one or more effective registration statements. Investors
and security holders are urged to carefully read the registration statements of
Liberty Entertainment, Inc. and DIRECTV filed with the SEC, including the
proxy statement/prospectuses contained therein, because they contain important
information about these transactions. Investors and security holders are able
to obtain free copies of the registration statements and the proxy
statements/prospectuses and other documents filed with the SEC by Liberty
Entertainment, Inc., DIRECTV, Liberty Media Corporation and The DIRECTV
Group, Inc., as the case may be, through the web site maintained by the
SEC at www.sec.gov. In addition, investors and security holders will be able to
obtain free copies of the DIRECTV registration statement from The DIRECTV Group, Inc.
by contacting The DIRECTV Group, Inc., 2230 E. Imperial Highway, El
Segundo, CA 90245, Attn: Investor Relations, Telephone (310) 964-0808.
Participants
in a Solicitation
DIRECTV Group and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies or consents from the holders of DIRECTV Group common
stock in connection with the proposed transactions. Information about the
directors and executive officers
of DIRECTV Group and their ownership of DIRECTV Group
stock is set forth in the proxy statement/prospectus.
About the DIRECTV Group
The DIRECTV Group (NASDAQ:DTV)
is the worlds leading provider of digital television entertainment services.
Through its subsidiaries and affiliated companies in the United States, Brazil,
Mexico and other countries in Latin America, the DIRECTV Group provides digital
television service to more than 18.3 million customers in the United States and
more than
6 million
customers in Latin America.
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