TCI Music Receives Proposal from Liberty
I think it is important to clearly spell the statement made public
today.
What does it mean?
Well, it means that Mr. Malone is creating Liberty Digital as a base
for revolutionizing Liberty Media. Each asset contributed is a
building block of Malone's new strategy.
We are now in the same bag as priceline.com, iVillage, and Sportsline
USA. It's a nice bag to be in!
__________
Champolion
On April 5, 1999, a proposed transaction was announced between Liberty and TCI Music whereby Liberty would contribute
substantially all of its directly owned internet and interactive television assets to TCI Music in exchange for 128,755,360 newly
issued shares of TCI Music's Series B common stock. The assets proposed to be contributed in the transaction included the
following:
Public Assets:
-- priceline.com Incorporated common shares (Nasdaq: PCLN - news; 2.5 million
shares)
-- iVillage Inc. common shares (Nasdaq: IVIL - news; 753,864 shares)
-- ACTV, Inc. shares (Nasdaq: IATV - news; 2.5 million shares and 2.5 million
warrants)
-- Sportsline USA, Inc. common shares (Nasdaq: SPLN - news; 533,334 shares)
Private Assets:
-- Liberty Digital's bandwidth rights with AT&T to provide interactive
video to AT&T cable systems under an agreement entered into in
connection with the AT&T Merger.
-- Other interests in interactive investments including: Drugstore.com
(online pharmacy) (1.5% interest), The Lightspan Partnership, Inc.
(8% interest), Academic Systems Corporation (5% interest), iBeam
Broadcasting Corporation (6.6% interest), Interactive Pictures
Corporation (4% interest), TE Network, Inc. (approximately 20%
interest), KPCB Java Fund, L.P. (5% interest), and Digital Health Group
(100%).
Liberty would agree to loan $50 million to TCI Music pursuant to a convertible note. Approximately $50 million of debt related
to the contributed assets, and debt currently owed by TCI Music to Liberty would be exchanged into convertible debt on the
same terms.
Completion of the proposed transaction will be subject, among other conditions, to a vote of the TCI Music stockholders and
receipt of an opinion from TCI Music's financial advisor to the effect that the transaction is fair to TCI Music's stockholders
(other than Liberty and its affiliates) from a financial point of view. Assuming the transaction is consummated, Liberty would
own approximately 203.2 million shares of TCI Music common stock or 94% of the outstanding common shares of TCI
Music. It is expected that TCI Music would change its name to Liberty Digital, Inc. upon completion of the transaction. |
