Liberty Media to Acquire Provide Commerce for $477 Million
05 Dezembro 2005 - 10:00AM
PR Newswire (US)
Strengthens Position in E-Commerce ENGLEWOOD, Colo. and SAN DIEGO,
Dec. 5 /PRNewswire-FirstCall/ -- Liberty Media Corporation
(NYSE:LNYSE:LMCB) ("Liberty") and Provide Commerce, Inc.
(NASDAQ:PRVD) ("Provide") today announced they have entered into a
definitive agreement for Liberty Media to acquire Provide Commerce,
Inc., an e-commerce marketplace of websites for perishable goods
marketed under the brands: ProFlowers(R), Cherry Moon Farms(SM),
Uptown Prime(R), and Secret Spoon(SM). Under the terms of the
agreement approved by both boards of directors, Liberty will pay
$477 million in cash, or $33.75 per Provide share. "Provide
Commerce is a market leader in online perishable goods and through
its advanced supply chain and superior execution, has built scale
and a strong competitive position. This is a testament to the
caliber and dedication of the Provide management team and we are
thrilled to welcome them to the Liberty family," stated John C.
Malone, Liberty's Chairman and Chief Executive Officer. Dr. Malone
added, "We believe in the power of video to drive television and
web-based retailing businesses and Provide is a compelling addition
to our strategy." "The philosophy of Liberty and its affiliates is
consistent with Provide's culture and our unrelenting focus on our
customers," said Provide Commerce CEO Bill Strauss. "We look
forward to working with the other Liberty Internet and video
companies to accelerate profitable growth." The proposed
transaction is expected to close in the second calendar quarter of
2006. Completion of the transaction is subject to regulatory
approval, Provide Commerce stockholder approval and other customary
closing conditions. Vesting of outstanding options and restricted
stock grants will be accelerated and holders of options and
warrants will receive cash payments equal to the difference between
the cash price per share and the respective exercise prices. JP
Morgan Securities Inc. served as financial advisor to the board of
directors of Provide Commerce. Following the acquisition, Provide
Commerce will remain a separate subsidiary within Liberty. In
connection with the proposed transaction, Jovian Holdings LLC has
agreed to vote the shares it owns or controls in favor of the
proposed transaction or against any alternative proposal, in
addition to other customary agreements. Jovian Holdings owns or
controls approximately 29% of the outstanding common stock of
Provide Commerce. As of September 30, 2005 Provide Commerce had a
cash balance of $60 million. About Liberty Media Corporation
Liberty Media Corporation (NYSE:LNYSE:LMCB) owns a broad range of
electronic retailing, media, communications and entertainment
businesses and investments. Its businesses include some of the
world's most recognized and respected brands and companies,
including QVC, Encore, Starz, IAC/InterActiveCorp, Expedia and News
Corporation. About Provide Commerce, Inc. Provide Commerce(SM)
operates an e-commerce marketplace of websites for perishable goods
that consistently delivers fresh, high-quality products direct from
the supplier to the customer at competitive prices. The Company's
platform combines an online storefront, proprietary supply chain
management technology and established supplier relationships to
create a market platform that bypasses traditional supply chains of
wholesalers, distributors and retailers. Provide Commerce launched
its marketplace in 1998 to sell and deliver fresh cut flowers for
everyday and special occasions such as Thanksgiving, Christmas,
birthday and anniversary events, through its ProFlowers(R) brand
and website, http://www.proflowers.com/. Provide Commerce also
offers fresh fruit and premium meat direct from the supplier
through its Gourmet Food business unit. To date, these offerings
consist of Cherry Moon Farms(SM), http://www.cherrymoonfarms.com/,
and Uptown Prime(R), http://www.uptownprime.com/ and Secret
Spoon(SM), http://www.secretspoon.com/. For more information,
please visit http://www.prvd.com/. Forward-looking Statements
Statements in this press release, other than historical
information, may be "forward-looking" in nature within the meaning
of Section 21E of the Private Securities Litigation Reform Act of
1995 and are subject to various risks, uncertainties and
assumptions. These statements are based on management's current
expectations about Liberty Media, Provide Commerce and the proposed
transaction and include, but are not limited to, statements about
the accretive nature of the proposed transaction, the ability of
Provide Commerce to leverage the Liberty Media resources following
the closing of the proposed transaction, the timing of the closing
of the proposed transaction, receipt of regulatory approval or
Provide Commerce stockholder approval or the occurrence of other
closing conditions. These statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. The
risks, uncertainties and assumptions that may affect the ability of
the parties to consummate the proposed transaction and successfully
execute the business model thereafter, include, but are not limited
to, the failure to (a) receive regulatory or Provide Commerce
stockholder approval, (b) successfully integrate Provide Commerce's
e-commerce marketplace, (c) compete successfully in a highly
competitive e-commerce environment or (d) retain Provide Commerce's
employees, as well as the factors disclosed in Liberty Media's and
Provide Commerce's filings with the U.S. Securities and Exchange
Commission, available via Liberty Media's website at
http://www.libertymedia.com/ and at Provide Commerce's website at
http://www.prvd.com/. Neither company undertakes any obligation to
update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
Additional Information and Where to Find It Provide Commerce has
agreed to file a proxy statement in connection with the proposed
Merger. The proxy statement will be mailed to the stockholders of
Provide Commerce. Investors are urged to read carefully the proxy
statement and other relevant materials when they become available
because they will contain important information about the Merger.
Investors may obtain free copies of these documents (when they are
available) and other documents filed by the Company with the SEC
through the web site maintained by the SEC at http://www.sec.gov/.
In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by the Company by going to the
Company's corporate website at http://www.prvd.com/ or by
contacting: Investor Relations, Provide Commerce, Inc., 5005
Wateridge Vista Drive, San Diego, California 92121. Liberty Media
and Provide Commerce, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the Merger
Agreement. A description of any interests that Provide Commerce's
officers and directors have in the Merger will be available in the
proxy statement. Information regarding Liberty Media's directors
and executive officers is contained in Liberty Media's Annual
Report on Form 10-K for the year ended December 31, 2004, which is
filed with the SEC. Information regarding Provide Commerce's
directors and executive officers is contained in Provide Commerce's
Annual Report on Form 10-K for the year ended June 30, 2005, which
is filed with the SEC. These documents are available free of charge
at the SEC's web site at http://www.sec.gov/ or by going to Provide
Commerce's corporate website at http://www.prvd.com/. DATASOURCE:
Liberty Media Corporation CONTACT: John Orr of Liberty Media
Corporation, +1-720-875-5622; or Gordon Bigler of Provide Commerce,
Inc., +1-858-909-4171 Web site: http://www.libertymedia.com/
http://www.prvd.com/
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