TCI Music and Liberty Media Sign Definitive Agreement
NEW YORK, July 12 /PRNewswire/ -- Liberty Media Corporation (NYSE: LMG.A - news and LMG.B - news) and TCI Music, Inc. (Nasdaq: TUNE - news) announced today that on Thursday, July 1, 1999, they had executed a definitive agreement with respect to the previously announced proposal made by Liberty on April 5, 1999. Pursuant to the agreement:
-- Liberty will contribute to TCI Music substantially all of its directly
held internet content and interactive television assets, including
those held by its wholly owned subsidiary, Liberty Digital LLC, its
rights to provide interactive video services on AT&T's cable television
systems and a combination of cash and notes receivable equal to
$150 million; and
-- TCI Music will issue to a subsidiary of Liberty 109,450,107 shares of
its Series B common stock and 150,000 shares of a newly authorized
Series B convertible preferred stock having an initial liquidation
preference of $150 million, convertible into 25,751,073 shares of
Series B common stock.
After giving effect to the transaction and assuming conversion of the preferred stock, Liberty will hold approximately 12 million shares of TCI Music Series A common stock and approximately 197.7 million shares of Series B common stock resulting in approximately an 85% equity interest and 99% voting interest in TCI Music.
The Series B preferred stock to be issued to Liberty will be convertible into shares of Series B common stock at $5.825 per share. The assets to be contributed to TCI Music include equity investments in various Internet companies such as ACTV, Inc., priceline.com, iVillage, Sportsline USA and drugstore.com. Following the transaction, TCI Music will change its name to Liberty Digital, Inc.
In connection with the agreement, Liberty has adopted a policy that TCI Music will be its primary vehicle to pursue corporate opportunities relating to interactive programming and interactive content, subject to certain exceptions. Completion of the transaction is subject, among other conditions, to the vote of the TCI Music shareholders. The Board of Directors has set a meeting of shareholders for September 8, 1999. In connection with the agreement, Liberty has agreed to vote all shares beneficially owned by it in favor of the proposals to be acted on by the shareholders at the meeting.
Liberty Media Corporation is part of Liberty Media Group, which holds interests in a broad range of video programming, communications, technology and internet businesses in the United States, Europe, South America and Asia. Liberty Media Group Class A and Class B Common Stock are traded on the New York Stock Exchange under the symbols LMG.A and LMG.B, respectively.
TCI Music, Inc. is a diversified music entertainment company delivering audio and video music services to commercial and residential consumers via satellite, television, the internet and other methods. TCI Music, Inc. is comprised of DMX, LLC (DMX) which programs, markets and distributes the premium digital audio music service known as Digital Music Express®, The Box Worldwide, Inc. (The Box), which programs and distributes the interactive music video television network, The Box Music Network® and SonicNet®, a leading Internet music network consisting of a group of music websites. Under the terms of a recently announced transaction with MTV Networks, TCI Music will acquire a 10% stake in MTV Networks' online music ventures in exchange for TCI Music's interest in SonicNet and The Box. The MTV transaction is expected to close this week. TCI Music, Inc. is traded on the Nasdaq Small Cap Market through its Series A Common Stock under the symbol TUNE.
SOURCE: TCI Music, Inc. and Liberty Media Corporation
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