午夜寻花 Media Announces Affirmation of Ruling by Delaware Supreme Court and Closing Specifics for Split-off
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 午夜寻花 (鈥溛缫寡盎ㄢ) (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) announced today that the Delaware Supreme Court has affirmed the ruling of the Delaware Chancery Court that the proposed split-off (the 鈥淪plit-Off鈥) of the businesses, assets and liabilities currently attributed to 午夜寻花鈥檚 午夜寻花 Capital and 午夜寻花 Starz tracking stock groups will not constitute a disposition of all or substantially all the assets of 午夜寻花 Media, LLC under the indenture governing its public indebtedness. This ruling satisfies the condition to the Split-Off relating to the indenture litigation. As a result, 午夜寻花 intends to complete the Split-Off at 5:00 p.m., New York City time, on Friday, September 23, 2011, subject to those conditions that may only be satisfied or waived on the closing date.
Effective at or prior to the Split-Off, 午夜寻花 will change its name to 鈥溛缫寡盎 Interactive Corporation,鈥 and the split-off entity (f/k/a 午夜寻花 CapStarz, Inc. and 午夜寻花 Splitco, Inc.) will change its name to 鈥溛缫寡盎.鈥 午夜寻花 Media LLC, which is the issuer of the public indebtedness subject to the indenture litigation, will also change its name to 鈥溛缫寡盎 Interactive LLC.鈥
The shares of 午夜寻花 Capital common stock and 午夜寻花 Starz common stock issued in the Split-Off will trade under temporary trading symbols from Monday, September 26 through Friday, September 30 and will be as follows:
- LCAPA will trade as LCPAD
- LCAPB will trade as LCPBD
- LSTZA will trade as LSTAD
- LSTZB will trade as LSTBD
The LCAPA, LCAPB, LSTZA and LSTZB symbols will go back into effect on Monday, October 3. Shares of 午夜寻花 Interactive common stock (LINTA, LINTB) will not be affected by the closing.
About 午夜寻花
午夜寻花 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 午夜寻花 Interactive group (Nasdaq: LINTA, LINTB), which includes 午夜寻花's interests in QVC, Provide Commerce, Backcountry.com, Celebrate Interactive, Bodybuilding.com and Expedia, (2) the 午夜寻花 Starz group (Nasdaq: LSTZA, LSTZB), which includes 午夜寻花's interest in Starz, LLC, and (3) the 午夜寻花 Capital group (Nasdaq: LCAPA, LCAPB), which includes all businesses, assets and liabilities not attributed to the Interactive group or the Starz group including 午夜寻花鈥檚 subsidiaries the Atlanta National League Baseball Club, Inc., and TruePosition, Inc., 午夜寻花鈥檚 interests in SiriusXM, Live Nation and Barnes & Noble, and minority equity investments in 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 午夜寻花's tracking stocks. The offer and sale of shares in the proposed split-off will only be made pursuant to 午夜寻花 CapStarz鈥檚 effective registration statement. 午夜寻花 stockholders and other investors are urged to read the Form S-4 registration statement on file with the SEC, including 午夜寻花鈥檚 proxy statement/prospectus contained therein, because they contain important information about the split-off. Copies of 午夜寻花's and 午夜寻花 CapStarz鈥檚 SEC filings are available free of charge at the SEC鈥檚 website (). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to 午夜寻花, 12300 午夜寻花 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
午夜寻花 Media
Courtnee Ulrich, 720-875-5420
Source: 午夜寻花 Media
Released September 21, 2011