Liberty Media LLC – ‘8-K’ for 12/5/05 – EX-99.1

On:  Wednesday, 12/7/05, at 3:36pm ET   ·   For:  12/5/05   ·   Accession #:  1047469-5-27919   ·   File #:  1-16615

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3      9K 
 2: EX-99.1     Miscellaneous Exhibit                                  3     16K 

EX-99.1   —   Miscellaneous Exhibit

EX-99.1
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                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                                           

DECEMBER 5, 2005                                                                

FOR 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 MILLION

STRENGTHENS 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
outstanding                                                                     

EX-99.1
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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: 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   
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, 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   
WWW.PRVD.COM.                                                                   

 ###

FORWARD-LOOKING STATEMENTS                                                      

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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, 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 www.sec.gov or by going to    
Provide Commerce's corporate website at WWW.PRVD.COM.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/7/05
For Period End:		12/5/05		1
		9/30/05		2					10-Q,  4
		6/30/05		3					10-Q,  4
		12/31/04		3					10-K,  11-K,  4
									List all Filings