Â鶹app

Â鶹app Media Announces Proposal to Acquire Barnes & Noble

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Â鶹app (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.

Â鶹app'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. Â鶹app's equity ownership, which would be attributed to the Â鶹app Capital group, is expected to be approximately 70% of Barnes & Noble. Â鶹app 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, Â鶹app plans to split-off the businesses, assets and liabilities currently attributed to the Â鶹app Capital and Â鶹app Starz tracking stock groups.

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.

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 Â鶹app Capital and Â鶹app 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 Â鶹app 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 Â鶹app 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 Â鶹app Media, including the most recent Form 10-Q and Form 10-K, for additional information about Â鶹app Media and about the risks and uncertainties related to Â鶹app 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 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, are available in the definitive proxy materials on file with the SEC.

    Source: Â鶹app

Released May 19, 2011