Split-Off of Liberty Expedia Holdings Approved at Liberty Interactive’s Special Meeting of Stockholders
November 01 2016 - 9:00PM
Business Wire
Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA,
LVNTB) (“Liberty Interactive”) announced today that, at its special
meeting of stockholders held on November 1, 2016 at 9:30 a.m. MT,
the holders of Liberty Ventures common stock entitled to vote
thereat approved the split-off (the “Split-Off”) of Liberty Expedia
Holdings, Inc. (“Liberty Expedia”) from Liberty Interactive.
Assuming all other conditions to the Split-Off are satisfied or
waived, as applicable, at 5:00 p.m., New York City time, on
November 4, 2016, Liberty Interactive will redeem (i) 0.4 of
each outstanding share of its Series A Liberty Ventures common
stock for 0.4 of a share of Liberty Expedia’s Series A common
stock and (ii) 0.4 of each outstanding share of its Series B
Liberty Ventures common stock for 0.4 of a share of Liberty
Expedia’s Series B common stock. Cash will be paid in lieu of
any fractional shares (after taking into account all of the shares
of Liberty Ventures common stock and Liberty Expedia common stock
owned by each holder thereof, as applicable).
Liberty Interactive has been advised by Nasdaq that shares of
Liberty Expedia’s Series A and Series B common stock will trade on
a when-issued basis on the Nasdaq Global Select Market under the
symbols "LEXAV" and "LEXBV," respectively, on November 4,
2016, subject to Nasdaq’s approval for the listing of Liberty
Expedia’s common stock. Liberty Interactive expects that Liberty
Expedia’s Series A and Series B common stock will begin trading in
the regular way on the Nasdaq Global Select Market under the
symbols "LEXEA" and "LEXEB," respectively, beginning
on November 7, 2016.
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
Split-Off and the trading of Liberty Expedia’s common stock. 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, Liberty Interactive’s ability to satisfy the conditions
to the proposed Split-Off. These forward-looking statements speak
only as of the date of this press release, and Liberty Interactive
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained
herein to reflect any change in Liberty Interactive’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 Liberty Interactive, including the
most recent Forms 10-K and 10-Q, for additional information about
Liberty Interactive and about the risks and uncertainties related
to Liberty Interactive’s business which may affect the statements
made in this press release.
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. and zulily, llc,
and its interest in HSN, Inc., 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
interests in Expedia, Liberty Broadband Corporation and FTD, its
subsidiaries Bodybuilding.com and Evite, and minority interests in
Interval Leisure Group, Time Warner, Lending Tree and Charter.
Additional Information
Nothing in this communication shall constitute a solicitation to
buy or an offer to sell shares of Liberty Expedia or any of Liberty
Interactive’s tracking stocks. The offer and sale of shares in the
proposed Split-Off will only be made pursuant to Liberty Expedia’s
effective registration statement. Liberty Interactive stockholders
and other investors are urged to read the registration statement
and the joint proxy statement/prospectus regarding the transaction
filed with the SEC 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
Split-Off. 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.
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Liberty Interactive CorporationCourtnee Chun,
720-875-5420
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