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QVC PROPOSES MERGER WITH PARAMOUNT COMMUNICATIONS IN $9.5 BILLION CASH AND STOCK TRANSACTION

 WEST CHESTER, Pa., Sept. 20 /PRNewswire/ -- QVC (NASDAQ: QVCN) announced today that, with the commitment of $1 billion from investment partners Comcast Corporation (NASDAQ: CMCSA) and Liberty Media Corporation, it has proposed to merge with Paramount Communications Inc. (NYSE: PCI).
 In a letter delivered today to Paramount's Board of Directors, QVC offered to exchange 0.893 shares of QVC Common Stock and $30.00 in cash for each outstanding Paramount common share. Based on QVC's closing price on Sept. 20, 1993, the transaction would have a value of approximately $9.5 billion, or $80.00 per Paramount share.
 "When I joined QVC in January, we said it was our long-term goal to build a multimedia company. Our Company, with consistent strong growth, generating cash flow of more than $173 million, virtually no debt, and strategic partners willing to invest $1 billion in new equity, is the ideal company to approach a transaction of this kind," Barry Diller, Chairman and Chief Executive Officer of QVC said.
 "Our electronic retailing and transactional television operations have only scratched the surface of the trillion dollar retail marketplace in the United States. We will launch both European and Latin American televised shopping channels this fall, and will soon announce other opportunities to export electronic retailing to other parts of the world.
 "The future expansion of entertainment and communications depends upon the application of new technologies. As the largest electronic retailer, QVC interacts with millions of consumers and intends to play a leading role in the development of interactivity in all its forms, including information and educational services.
 "A combination between Paramount and QVC rests on the belief that the future belongs to the people who create the best programming for each emerging form of distribution. The alliance of Paramount and QVC, with the support of Comcast and Liberty, will create an enterprise that can effectively meet every challenge in every area of media and communications."
 QVC's merger proposal to Paramount is supported by two major communications and programming concerns, Comcast and Liberty Media. Comcast and Liberty Media have committed to purchase $500 million each in QVC convertible preferred stock convertible into approximately 15.3 million shares of QVC common stock at $65.45 per share.
 Peter R. Barton, President and Chief Executive Officer of Liberty Media, Inc., said "Combining Paramount, a company rich in history, with QVC, one of the most exciting and innovative media companies to emerge in a long while, can only result in a business solidly positioned and poised to meet the challenges of tomorrow."
 "The new company will be uniquely positioned to benefit from the convergence of cable entertainment, telephony and multimedia trends," said Brian L. Roberts, President of Comcast. "It promises to deliver electronic communications to the largest interactive audience in the world."
 "This is an opportunity to invest in an exciting interactive venture," said Ralph J. Roberts, Chairman of Comcast. "That looks like a tremendous and rare investment opportunity to us."
 QVC, the nation's largest shopping channel with annual revenues of $1.1 billion, reaches over 47 million homes. Paramount, with annual revenues of $4.3 billion, is a motion picture and television program producer, a book publisher, and the owner of television stations, theme parks, professional sports teams and entertainment facilities.
 QVC said its proposal would be subject to execution of a definitive agreement, approval of the shareholders of both companies, and necessary regulatory approvals. QVC said its financial advisors, Allen & Company Incorporated, have assured the company that additional capital is readily available to complete the transaction.
 As previously announced, QVC has made a proposal for the merger of QVC and Home Shopping Network, Inc. in a stock-for-stock transaction. QVC reported that such proposal is being considered by a special committee of the HSN board and remains the subject of on-going negotiations.
 -0- 9/20/93
 /CONTACT: Michael Rourke of QVC, 212-371-5999, 215-429-8303


William F. Costello of QVC 215-430-8948, or Diana Brainerd of Abernathy/MacGregor/Scanlon, 212-371-5999/
 (QVCN CMCSA PCI)


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


LD -- NY108 -- 3902 09/20/93 18:40 EDT
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Publication:PR Newswire
Date:Sep 20, 1993
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