Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq:
QVCA, QVCB, LVNTA, LVNTB) and zulily, inc. (“zulily”) (Nasdaq: ZU)
announced today that Liberty Interactive has completed its
previously announced exchange offer for all of the issued and
outstanding shares of zulily common stock and that it has
irrevocably accepted, and expects to promptly pay for, all zulily
shares that were validly tendered into and not validly withdrawn
from the exchange offer, which expired at 12:00 midnight (one
minute after 11:59 p.m.), Eastern Time, on September 30, 2015.
Additional information regarding the exchange offer is set forth
below.
Liberty Interactive will complete the acquisition of zulily
later this morning by acquiring all remaining shares of zulily
through a second-step merger of Liberty Interactive’s subsidiary
Mocha Merger Sub, Inc. with and into zulily, with zulily surviving,
followed by the merger of the surviving corporation with and into a
wholly owned limited liability company subsidiary of Liberty
Interactive, with such subsidiary surviving, all as previously
announced. Additional information regarding these merger
transactions is set forth below. As a result of the completion of
transactions described herein, shares of zulily common stock will
no longer trade on Nasdaq.
Liberty Interactive expects to issue approximately 38.5 million
shares of its Series A QVC Group common stock to former holders of
zulily common stock as a result of the exchange offer and merger
transactions.
It is anticipated that the acquisition of zulily will further
strengthen the leadership position of Liberty Interactive’s QVC
Group (to which zulily will be attributed) in experiential,
discovery driven shopping. zulily is an online retailer offering
customers a fresh selection of new product styles each day.
“We’re very excited to have zulily join and enhance the QVC
family,” said Greg Maffei, Liberty Interactive President and CEO.
“QVC and zulily are the leaders in discovery-based shopping on
televisions and the internet, from phones to PCs to mobile
devices.”
“zulily and QVC are both leading discovery-based e-commerce
brands and coming together under one roof creates new opportunities
to enhance the customer experience, strengthen our digital
platforms, introduce new inspirations and products, and bring value
to all of our stakeholders,” said Mike George, President and CEO,
QVC, Inc. “I am excited to welcome the talented and passionate
zulily team to the QVC family and look forward to working together
as we transform the way we serve our customers well into the
future.”
“We are excited to officially join the QVC family today,” said
Darrell Cavens, CEO of zulily. “zulily shares many of the same
values as QVC including an obsessive focus on building an amazing
customer experience. We’re extremely excited by the opportunity to
learn from each other and build both of our brands into the leading
commerce company for discovery and entertainment.”
As previously reported, zulily will remain based in Seattle and
will continue to be run by its talented management team, with
Darrell Cavens remaining CEO of zulily. In connection with the
acquisition of zulily, Mike George, the President and CEO of QVC
and a director of Liberty Interactive, will be appointed to the
Executive Committee of the Liberty Interactive Board of Directors
and will serve on that committee with John Malone and Greg Maffei.
Darrell Cavens will report directly to Mike George and the other
members of the Executive Committee. In addition, zulily co-founder
Mark Vadon will be appointed to the Liberty Interactive Board of
Directors in connection with the completion of the acquisition.
Exchange Offer Information
Liberty Interactive’s exchange offer for all of the issued and
outstanding shares of zulily Class A common stock and Class B
common stock expired at 12:00 midnight (one minute after 11:59
p.m.), Eastern Time, on September 30, 2015. Pursuant to the terms
of the exchange offer, each share of zulily Class A common stock
and Class B common stock accepted for purchase pursuant to the
exchange offer will receive $9.375 in cash and 0.3098 of a share of
Liberty Interactive’s Series A QVC Group common stock. zulily
stockholders will receive cash in lieu of fractional shares of QVC
Group common stock. The depositary for the exchange offer has
informed Liberty Interactive that there have been validly tendered
and not validly withdrawn a total of approximately 38.7 million
shares of zulily Class A common stock and approximately 55.9
million shares of zulily Class B common stock, representing in the
aggregate more than a majority of the voting power of zulily’s
common stock outstanding on the expiration date.
All of the conditions to the exchange offer, including the
minimum tender condition, have been satisfied, and all shares of
zulily common stock that were validly tendered and not validly
withdrawn have been accepted for payment in accordance with the
terms of the exchange offer. The depositary is expected to commence
delivery of the shares of Series A QVC Group common stock and cash
payable in exchange for all shares of zulily common stock accepted
pursuant to the exchange offer today.
Merger Information
Following its acceptance of the shares of zulily common stock
tendered in the exchange offer and in accordance with the terms of
its reorganization agreement with zulily, on October 1, 2015,
Liberty Interactive will cause the merger of its indirect wholly
owned subsidiary Mocha Merger Sub, Inc. (“Purchaser”) with and into
zulily, with zulily surviving (the “first merger”). In connection
with the first merger, all shares of zulily common stock not
validly tendered into the exchange offer, other than those shares
held by Liberty Interactive, Purchaser or zulily will be cancelled
and converted into the right to receive the merger consideration,
which is the same consideration as that paid pursuant to the
exchange offer. Immediately after the first merger, (i) zulily will
become a wholly owned subsidiary of Liberty Interactive and (ii)
zulily will then merge with and into a wholly owned limited
liability company subsidiary of Liberty Interactive. That limited
liability company subsidiary will survive and be renamed “zulily,
llc.” Following these transactions, former zulily stockholders will
no longer have any direct ownership interest in zulily or its
business.
Former zulily stockholders that did not participate in the
exchange offer will be contacted by the exchange agent as to how to
receive the merger consideration.
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's subsidiary, QVC, Inc., 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 interest in Expedia, Interval Leisure
Group and FTD, its subsidiaries Bodybuilding.com, CommerceHub, LMC
Right Start and Evite, and minority interests in Time Warner, Time
Warner Cable and Lending Tree.
About QVC
QVC, Inc., a wholly owned subsidiary of Liberty Interactive
Corporation, is the world's leading video and ecommerce retailer.
QVC is committed to providing its customers with thousands of the
most innovative and contemporary beauty, fashion, jewelry and home
products. Its programming is distributed to approximately 340
million homes worldwide through operations in the U.S., Japan,
Germany, United Kingdom, Italy, France and a joint venture in
China. Based in West Chester, PA and founded in 1986, QVC has
evolved from a TV shopping company to a leading ecommerce and
mobile commerce retailer. The company's website, QVC.com, is ranked
among the top general merchant Internet sites. QVC, Q, and the Q
Ribbon Logo are registered service marks of ER Marks, Inc.
About zulily
zulily (http://www.zulily.com) is a retailer obsessed with
bringing customers special finds every day—all at incredible
prices. zulily features an always-fresh curated collection for the
whole family, including clothing, shoes, home décor, toys, gifts
and more. Unique products from up-and-coming brands are featured
alongside favorites from top brands, giving customers something new
to discover each morning. zulily was launched in 2010 and is
headquartered in Seattle.
Forward-Looking Statements
This press release includes certain forward-looking statements,
including statements about the realization of estimated synergies
and benefits from the proposed acquisition by Liberty Interactive
of zulily and the completion of the merger transactions. 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 completion of the merger transactions. These
forward looking statements speak only as of the date of this press
release, and each of Liberty Interactive, QVC and zulily 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, QVC or zulily’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, QVC and zulily, including their most recent Forms 10-K
and 10-Q, and Liberty Interactive’s Registration Statement on Form
S-4, as amended, initially filed with the Securities and Exchange
Commission on September 1, 2015, for additional information about
Liberty Interactive, QVC and zulily and about the risks and
uncertainties related to the business of each of Liberty
Interactive, QVC and zulily which may affect the statements made in
this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20151001005680/en/
Liberty Interactive IR:Courtnee Ulrich, 720-875-5420
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