Delaware Court of Chancery Rules in Favor of 午夜寻花
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 午夜寻花 ("午夜寻花") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) announced that today the Delaware Court of Chancery has ruled in 午夜寻花'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 午夜寻花's 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.
The parties have been directed to prepare a form of final decree implementing the ruling for the Court's consideration, and 午夜寻花 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, 午夜寻花 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 午夜寻花's proxy statement.
About 午夜寻花
午夜寻花 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 午夜寻花 Interactive group (Nasdaq: LINTA, LINTB), which includes 午夜寻花 Media'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 Media'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 its subsidiaries the Atlanta National League Baseball Club, Inc., and TruePosition, Inc., 午夜寻花 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 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 Splitco, Inc.'s 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's 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'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 午夜寻花, 12300 午夜寻花 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
Participants in a Solicitation
The directors and executive officers of 午夜寻花 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 午夜寻花 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: 午夜寻花
Released April 29, 2011