COMCAST AND LIBERTY MEDIA
SIGN MERGER AGREEMENT WITH QVC
PRICE INCREASED TO $46 PER SHARE
Philadelphia, Pennsylvania, Englewood, Colorado and West Chester, Pennsylvania
- -- August 5, 1994: Comcast Corporation, Liberty Media Corporation and QVC, Inc. jointly announced today
that Comcast, Liberty and QVC have entered into a definitive merger agreement pursuant to which Comcast and
Liberty will acquire QVC. QVC stockholders will receive $46 in cash per share of QVC Common Stock and
$460 in cash per share of QVC Preferred Stock.
QVC's Board of Directors has received the opinion of Allen & Company Incorporated that the consideration to
be received by QVC's shareholders (other than Comcast, Liberty and their affiliates) pursuant to the transaction
is fair to such shareholders from a financial point of view.
In accordance with the merger agreement, Comcast and Liberty expect to commence on or prior to Thursday,
August 11, 1994, a tender offer for all shares of stock of QVC at a net cash price of $46 per share of QVC
Common Stock and a net cash price of $460 per share of QVC Preferred Stock. Lazard Freres & Co. will act
as dealer manager for the tender offer.
Following expiration of the tender offer, a corporation controlled by both Comcast and Liberty will merge with
QVC and any remaining shares of QVC will be converted into cash at the same price as offered in the tender
The total cost of the acquisition of the remainder of QVC stock not currently owned by Comcast or Liberty will
be approximately $1.42 billion. Comcast and Liberty have agreed to fund approximately $267 million and $20
million respectively, of the acquisition with the balance to be provided through debt financing, which, after the
merger, will be an obligation of QVC. Following the acquisition, Comcast and Liberty will own approximately
57% and 43%, respectively, of QVC and QVC will be managed by Comcast.
The transaction is conditioned upon Comcast and Liberty obtaining the requisite financing on