FOR IMMEDIATE RELEASE DECEMBER 5, 2005FOR FURTHER INFORMATION CONTACT: LIBERTY MEDIA CORPORATION PROVIDE COMMERCE, INC. JOHN ORR GORDON BIGLER
(720) 875-5622 (858) 909-4171
LIBERTY MEDIA TO ACQUIRE PROVIDE COMMERCE FOR $477 MILLIONSTRENGTHENS POSITION IN E-COMMERCE
ENGLEWOOD, COLORADO AND SAN DIEGO, CALIFORNIA - Liberty Media Corporation
(NYSE:L; LMC.B) ("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
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
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: L, LMC.B) 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
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, 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), WWW.CHERRYMOONFARMS.COM, and Uptown Prime(R), WWW.UPTOWNPRIME.COM
and Secret Spoon(SM), WWW.SECRETSPOON.COM. For more information, please visit
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 WWW.LIBERTYMEDIA.COM and at
Provide Commerce's website at 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 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 WWW.PRVD.COM or by contacting: Investor Relations, Provide Commerce,
Inc., 5005 Wateridge Vista Drive, San Diego, California92121.
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 www.sec.gov or by going to
Provide Commerce's corporate website at WWW.PRVD.COM.
Dates Referenced Herein and Documents Incorporated by Reference