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/FIRST AND FINAL ADD -- NY108 -- QVC PROPOSAL/

 Following is the text of the letter from Barry Diller, chairman and CEO of QVC, to Martin S. Davis, chairman of the board and chief executive officer of Paramount Communications Inc., dated today:
 "We propose a combination of Paramount Communications Inc. with QVC Network, Inc. on terms far more attractive to Paramount stockholders than the transaction proposed with Viacom Inc.
 "The QVC Board of Directors has authorized a combination of our two companies in a merger in which each of Paramount's outstanding common shares would be converted into .893 shares of QVC common stock and $30 in cash (which, based on the September 20, 1993 QVC closing market price, would have a value of $80 per Paramount share). Our proposal represents a premium of approximately 14.9 percent over the $69.625 closing market price of Paramount common stock today, and 26.6 percent over the $63.175 value of the Viacom transaction today.
 Our financial advisor, Allen & Company Incorporated, believes that the reaction of the financial community to the combination of QVC and Paramount will be enthusiastic. We, of course, share the view and believe that the financial markets will readily recognize our complementary strengths and the opportunity for future growth in the combined company. Our proposal has the full support of both Liberty Media Corporation and Comcast Corporation. Liberty Media and Comcast each has committed to purchase $500 million of QVC convertible preferred stock, convertible into QVC common stock at a conversion price of $65.45 per QVC common share, for purposes of this transaction. Allen & Company has assured us that all of the financing for our proposal is readily available.
 "The merger would be subject to negotiation and execution of a definitive agreement between us, approval by our respective stockholders, and receipt of all necessary regulatory and other approvals. We contemplate that the definitive agreement would make appropriate provision for employee stock options and other employee benefits and would contain terms and conditions customary in this type of merger.
 "Our proposal is fair and generous to Paramount stockholders, provides them with an opportunity to realize a significant premium over both the historic market price for Paramount common stock as well as the value of the proposed Viacom transaction and preserves for Paramount stockholders the upside potential inherent in a combination of our two companies. We hope that the Paramount Board of Directors will approve and afford Paramount stockholders an opportunity to consider our proposal. We and our advisors are available to meet with you and your Board and advisors at any time to discuss our proposal and to answer any questions you may have.
 "Given public disclosure responsibilities, we intend to promptly publicly release our proposal."
 -0- 9/20/93 AA NY108 R
 /END OF FIRST AND FINAL ADD/
 (QVCN CMCSA PCI)


CO: QVC Network, Inc.; Comcast Corporation; Liberty Media Corporation;
 Paramount Communications Inc. ST: Pennsylvania, New York IN: ENT SU: TNM


LD -- NY108A -- 3989 09/21/93 08:16 EDT
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Publication:PR Newswire
Date:Sep 21, 1993
Words:494
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