Proposed Transactions Involving Liberty Interactive Corp. & General Communication, Inc. Approved at Special Meetings of Stock...
February 02 2018 - 7:18PM
Business Wire
Liberty Interactive Corporation ("LIC") (Nasdaq: QVCA,
QVCB, LVNTA, LVNTB) and General Communication,
Inc. ("GCI") (Nasdaq: GNCMA) today announced that, at their
respective special meetings of stockholders, each held at their
respective corporate headquarters on February 2, at 8:00 a.m. local
time, the holders of GCI common stock and Liberty Ventures common
stock entitled to vote at each meeting approved the proposals
relating to the previously announced proposed transactions between
GCI and LIC.
As a result, GCI has filed restated articles of incorporation
(the “restated GCI articles”) with the Commissioner of the
Department of Commerce, Community and Economic Development of the
State of Alaska (the “Alaska Commissioner”) which will, among
other things, change the name of GCI to "GCI Liberty, Inc.,"
effect the reclassification of shares of GCI’s existing Class A
common stock and Class B common stock into shares of Class A-1
common stock and Class B-1 common stock, respectively, and provide
for the terms of the auto conversion of the Class A-1 common stock
and Class B-1 common stock in connection with the completion of the
proposed transactions, each as more fully described in the joint
proxy statement/prospectus relating to the special meetings and the
proposed transactions. The restated GCI articles are subject to
review and acceptance by the Alaska Commissioner and neither GCI
nor LIC can give any assurance regarding the timing of the review.
GCI and LIC will provide notice regarding the acceptance of the
restated GCI articles, as well as updates regarding other key steps
to the completion of the proposed transactions, as appropriate.
GCI and LIC still expect that the closing of the proposed
transactions will occur in the first quarter of 2018. In connection
with the proposed transactions, the contemplated reattribution of
certain assets and liabilities from the Liberty Ventures Group to
the QVC Group will occur following the completion of the auto
conversion (as described more fully in the joint proxy
statement/prospectus) but prior to the commencement of trading on
the day on which the acquisition of a controlling stake in GCI
Liberty is completed.
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 the completion of the proposed
transactions between LIC and GCI and the Alaska Commissioner’s
acceptance of the restated GCI articles. 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 acceptance
of the restated GCI articles by the Alaska Commissioner and the
satisfaction of conditions to the proposed transactions. These
forward-looking statements speak only as of the date of this press
release, and each of LIC and GCI expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
LIC’s or GCI’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 LIC and GCI,
including their most recent Forms 10-K and 10-Q, for additional
information about LIC, GCI and about the risks and uncertainties
related to LIC’s and GCI’s respective businesses 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 GCI Liberty, GCI common stock or
any of LIC’s tracking stocks. The offer and issuance of shares in
the proposed transactions will only be made pursuant to GCI’s
effective registration statement. LIC stockholders, GCI
shareholders and other investors are urged to read the registration
statement and the joint proxy statement/prospectus regarding the
proposed transactions and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, because they contain important information about the
proposed transactions. Copies of these SEC filings are available
free of charge at the SEC’s website (http://www.sec.gov). Copies of
the filings together with the materials incorporated by reference
therein are also available, without charge, by directing a request
to Liberty Interactive Corporation, 12300 Liberty Boulevard,
Englewood, Colorado 80112, Attention: Investor Relations,
Telephone: (720) 875-5420. GCI investors can access additional
information at ir.gci.com.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive Corporation’s subsidiaries, QVC, Inc.,
HSN, Inc. and zulily, llc, and the businesses and assets
attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB)
consist of all of Liberty Interactive Corporation’s businesses and
assets other than those attributed to the QVC Group, including its
subsidiary Evite and interests in Liberty Broadband Corporation,
FTD, Lending Tree, ILG and Charter Communications.
About General Communication,
Inc.
GCI is the largest communications provider in Alaska, providing
data, wireless, video, voice and managed services to consumer and
business customers throughout Alaska and nationwide. Headquartered
in Alaska, GCI has delivered services for nearly 40 years to some
of the most remote communities and in some of the most challenging
conditions in North America. Learn more about GCI at
www.gci.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20180202005717/en/
Liberty Interactive CorporationCourtnee Chun,
720-875-5420orGeneral Communication, Inc.Heather Handyside,
907-301-3481
Gci Liberty, Inc. (delisted) (NASDAQ:GNCMA)
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