05.12.2005 12:04:00
|
Liberty Media to Acquire Provide Commerce for $477 Million Strengthens Position in E-Commerce
"Provide Commerce is a market leader in online perishable goodsand through its advanced supply chain and superior execution, hasbuilt scale and a strong competitive position. This is a testament tothe caliber and dedication of the Provide management team and we arethrilled to welcome them to the Liberty family," stated John C.Malone, Liberty's Chairman and Chief Executive Officer. Dr. Maloneadded, "We believe in the power of video to drive television andweb-based retailing businesses and Provide is a compelling addition toour strategy."
"The philosophy of Liberty and its affiliates is consistent withProvide's culture and our unrelenting focus on our customers," saidProvide Commerce CEO Bill Strauss. "We look forward to working withthe other Liberty Internet and video companies to accelerateprofitable growth."
The proposed transaction is expected to close in the secondcalendar quarter of 2006. Completion of the transaction is subject toregulatory approval, Provide Commerce stockholder approval and othercustomary closing conditions. Vesting of outstanding options andrestricted stock grants will be accelerated and holders of options andwarrants will receive cash payments equal to the difference betweenthe cash price per share and the respective exercise prices. JP MorganSecurities Inc. served as financial advisor to the board of directorsof Provide Commerce. Following the acquisition, Provide Commerce willremain a separate subsidiary within Liberty.
In connection with the proposed transaction, Jovian Holdings LLChas agreed to vote the shares it owns or controls in favor of theproposed transaction or against any alternative proposal, in additionto other customary agreements. Jovian Holdings owns or controlsapproximately 29% of the outstanding common stock of Provide Commerce.
As of September 30, 2005 Provide Commerce had a cash balance of$60 million.
About Liberty Media Corporation
Liberty Media Corporation (NYSE:L, LMC.B) owns a broad range ofelectronic retailing, media, communications and entertainmentbusinesses and investments. Its businesses include some of the world'smost recognized and respected brands and companies, including QVC,Encore, Starz, IAC/InterActiveCorp, Expedia and News Corporation.
About Provide Commerce, Inc.
Provide Commerce(SM) operates an e-commerce marketplace ofwebsites for perishable goods that consistently delivers fresh,high-quality products direct from the supplier to the customer atcompetitive prices. The Company's platform combines an onlinestorefront, proprietary supply chain management technology andestablished supplier relationships to create a market platform thatbypasses traditional supply chains of wholesalers, distributors andretailers. Provide Commerce launched its marketplace in 1998 to selland deliver fresh cut flowers for everyday and special occasions suchas Thanksgiving, Christmas, birthday and anniversary events, throughits ProFlowers(R) brand and website, www.proflowers.com. ProvideCommerce also offers fresh fruit and premium meat direct from thesupplier through its Gourmet Food business unit. To date, theseofferings consist of Cherry Moon Farms(SM), www.cherrymoonfarms.com,and Uptown Prime(R), www.uptownprime.com and Secret Spoon(SM),www.secretspoon.com. For more information, please visit www.prvd.com.
Forward-looking Statements
Statements in this press release, other than historicalinformation, may be "forward-looking" in nature within the meaning ofSection 21E of the Private Securities Litigation Reform Act of 1995and are subject to various risks, uncertainties and assumptions. Thesestatements are based on management's current expectations aboutLiberty Media, Provide Commerce and the proposed transaction andinclude, but are not limited to, statements about the accretive natureof the proposed transaction, the ability of Provide Commerce toleverage the Liberty Media resources following the closing of theproposed transaction, the timing of the closing of the proposedtransaction, receipt of regulatory approval or Provide Commercestockholder approval or the occurrence of other closing conditions.These statements involve risks and uncertainties that could causeactual results to differ materially from those expressed or implied inthe applicable statements. The risks, uncertainties and assumptionsthat may affect the ability of the parties to consummate the proposedtransaction and successfully execute the business model thereafter,include, but are not limited to, the failure to (a) receive regulatoryor Provide Commerce stockholder approval, (b) successfully integrateProvide Commerce's e-commerce marketplace, (c) compete successfully ina highly competitive e-commerce environment or (d) retain ProvideCommerce's employees, as well as the factors disclosed in LibertyMedia's and Provide Commerce's filings with the U.S. Securities andExchange Commission, available via Liberty Media's website atwww.libertymedia.com and at Provide Commerce's website atwww.prvd.com. Neither company undertakes any obligation to update anyforward-looking statements in order to reflect events or circumstancesthat may arise after the date of this release.
Additional Information and Where to Find It
Provide Commerce has agreed to file a proxy statement inconnection with the proposed Merger. The proxy statement will bemailed to the stockholders of Provide Commerce. Investors are urged toread carefully the proxy statement and other relevant materials whenthey become available because they will contain important informationabout the Merger. Investors may obtain free copies of these documents(when they are available) and other documents filed by the Companywith the SEC through the web site maintained by the SEC atwww.sec.gov. In addition, investors and security holders may obtainfree copies of the documents filed with the SEC by the Company bygoing to the Company's corporate website at www.prvd.com or bycontacting: Investor Relations, Provide Commerce, Inc., 5005 WateridgeVista Drive, San Diego, California 92121.
Liberty Media and Provide Commerce, and their respective directorsand executive officers, may be deemed to be participants in thesolicitation of proxies in respect of the transactions contemplated bythe Merger Agreement. A description of any interests that ProvideCommerce's officers and directors have in the Merger will be availablein the proxy statement. Information regarding Liberty Media'sdirectors and executive officers is contained in Liberty Media'sAnnual Report on Form 10-K for the year ended December 31, 2004, whichis filed with the SEC. Information regarding Provide Commerce'sdirectors and executive officers is contained in Provide Commerce'sAnnual Report on Form 10-K for the year ended June 30, 2005, which isfiled with the SEC. These documents are available free of charge atthe SEC's web site at www.sec.gov or by going to Provide Commerce'scorporate website at www.prvd.com.
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Nachrichten zu Liberty Media Holding Corp Entertainment Shs Series -A-mehr Nachrichten
Keine Nachrichten verfügbar. |