- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 27 2009 - 2:07PM
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
DIRECTV
Group Announces Receipt by Liberty Media of Private Letter Ruling Relating to
Split-Off
Press
Release
Source:
DIRECTV Group
On
9:27 am EDT, Tuesday October 27, 2009
EL
SEGUNDO, Calif. (BUSINESS WIRE) The DIRECTV Group, Inc. (NASDAQ: DTV)
announced today that Liberty Media Corporation (Liberty Media) has received a
private letter ruling from the Internal Revenue Service (IRS) relating to the
tax treatment of various aspects of the split-off of Liberty Entertainment, Inc.
(LEI), a wholly owned subsidiary of Liberty Media, from Liberty Media (the Split-Off). As a result of the Split-Off and the
subsequent business combination of LEI with DIRECTV Group (the DTV Business
Combination), DIRECTV Group and LEI would become wholly-owned subsidiaries of
a new public company, named DIRECTV.
The Class A Common Stock of DIRECTV is expected to be listed on the
NASDAQ Global Select Market under DIRECTV Groups current ticker symbol, DTV.
The
receipt of the private letter ruling is one of the conditions to the completion
of the Split-Off and the DTV Business Combination, and eliminates a potential
termination right in favor of Liberty Media that previously existed under the
merger agreement. The private letter
ruling provides, among other things, that:
·
the Split-Off will qualify as a tax-free
transaction under sections 355 and 368(a)(1)(D) of the Internal Revenue
Code of 1986, as amended;
·
no gain or loss will be recognized by Liberty
Media upon the distribution of LEI common stock; and
·
no gain or loss will be recognized by, and no
amount will be included in the income of, holders of Liberty Entertainment
common stock upon the exchange of shares of Liberty Entertainment common stock
for shares of LEI common stock (except with respect to cash received in lieu of
fractional shares).
In
addition, the ruling provides requested guidance concerning the impact under
applicable tax-related regulations of post-closing open market share
repurchases by DIRECTV. Based on that
guidance, DIRECTV Group believes that, subject to certain limitations and
conditions, DIRECTV will be able to implement an open market share repurchase
program following the closing if and to the extent approved by its board of
directors based on prevailing market conditions, available cash and other
relevant business considerations.
While
generally binding upon the IRS, the private letter ruling is subject to certain
caveats and there are certain limitations in relying upon private letter
rulings. These caveats and limitations are described in DIRECTV Groups
definitive proxy statement/prospectus relating to the special meeting of
holders of DIRECTV Groups common stock to be held in connection with the DTV
Business Combination, and filed with the Securities and Exchange Commission.
As
indicated in our prior press releases, if the proposal relating to the DTV
Business Combination receives the requisite stockholder approval at the special
meeting of DIRECTV Group stockholders scheduled to be held on Nov. 19,
2009, then the DTV Business Combination will be consummated on or shortly
thereafter that date, assuming all other conditions are satisfied or waived.
Questions
relating to the transactions described above should be directed to DIRECTV
Groups information agent: Innisfree M&A Incorporated, 501 Madison Avenue,
20
th
Floor, New York, NY 10022, toll free at
877-750-5836 (banks and brokers call collect at 212-750-5833).
Cautionary
Statement Concerning Forward-looking statements
NOTE: This release
may include or incorporate by reference certain statements that we believe are,
or may be considered to be, forward-looking statements within the meaning of
various provisions of the Securities Act of 1933 and of the Securities Exchange
Act of 1934. These forward-looking statements generally can be identified by
use of statements that include phrases such as believe, expect, estimate,
anticipate, intend, plan, foresee, project or other similar words or
phrases. Similarly, statements that describe our objectives, plans or goals also
are forward-looking statements. All of these forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical results or from those expressed or implied by
the relevant forward-looking statement. Such risks and uncertainties include,
but are not limited to: economic conditions; government action; the outcome of
legal proceedings; and the ability of third parties to timely perform material
contracts. We urge you to consider these factors carefully in evaluating the
forward-looking statements.
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.
2
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.
Contact:
DIRECTV Group
Darris Gringeri, 212-205-0882
dagringeri@directv.com
or
Investor Relations, 310-964-0808
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