Delaware Court of Chancery Rules in Favor of Â鶹app
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Â鶹app ("Â鶹app") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) announced that today the Delaware Court of Chancery has ruled in Â鶹app'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 Â鶹app's Â鶹app Capital and Â鶹app Starz tracking stock groups will not constitute a disposition of all or substantially all the assets of Â鶹app 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 Â鶹app 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, Â鶹app 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 Â鶹app's proxy statement.
About Â鶹app
Â鶹app 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 Â鶹app Interactive group (Nasdaq: LINTA, LINTB), which includes Â鶹app Media's interests in QVC, Provide Commerce, Backcountry.com, Celebrate Interactive, Bodybuilding.com and Expedia, (2) the Â鶹app Starz group (Nasdaq: LSTZA, LSTZB), which includes Â鶹app Media's interest in Starz, LLC, and (3) the Â鶹app 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., Â鶹app 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 Â鶹app's tracking stocks. The offer and sale of shares in the proposed split-off will only be made pursuant to Â鶹app Splitco, Inc.'s effective registration statement. Â鶹app stockholders and other investors are urged to read the Form S-4 registration statement on file with the SEC, including Â鶹app's proxy statement/prospectus contained therein, because they contain important information about the split-off. Copies of Â鶹app's and Â鶹app's Splitco, Inc.'s SEC filings are available free of charge at the SEC's website (). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Â鶹app, 12300 Â鶹app Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
Participants in a Solicitation
The directors and executive officers of Â鶹app 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 Â鶹app 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).
Source: Â鶹app
Released April 29, 2011