Liberty Shareholders OK DirecTV Spinoff

Spinoff and merger approved at Liberty Media's special meeting of stockholders

November 19, 2009

2 Min Read

ENGLEWOOD, Colo. -- Liberty Media Corporation ("Liberty Media") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LMDIA, LMDIB) announced that, at the previously announced special meeting of stockholders held on November 19, 2009 at 9:30 a.m., ET time, the holders of Liberty Entertainment common stock entitled to vote thereat, approved, among other things, the split-off (the "Split-Off") of Liberty Entertainment, Inc. ("LEI") from Liberty Media and the business combination transaction between The DIRECTV Group, Inc. ("DIRECTV") and LEI (the "DTV Business Combination").

Assuming all other conditions to the Split-Off and the DTV Business Combination are satisfied or waived, Liberty Media will redeem 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI at 5:00 pm, NYC time, tonight. Liberty Media will redeem 0.9 of each outstanding share of Liberty Entertainment common stock for 0.9 of a share of the corresponding series of common stock of LEI. Immediately after the completion of the Split-Off, the parties will complete the DTV Business Combination and each of LEI and DIRECTV will become wholly owned subsidiaries of a new public company to be named DIRECTV ("Holdings"). In the DTV Business Combination, (i) all shares of LEI common stock will be exchanged for shares of Holdings Class A common stock, other than the shares of LEI Series B common stock held by John C. Malone, Chairman of the Boards of Liberty Media, and certain related persons, which will be exchanged for shares of Holdings Class B common stock, and (ii) each share of DIRECTV common stock will be exchanged for one share of Holdings Class A common stock. Each share of Holdings Class A common stock will entitle the holder to one vote per share, and each share of Holdings Class B common stock will entitle the holder to 15 votes per share and to certain limited consent rights. The final exchange ratio for the LEI shares in the DTV Business Combination will be announced following the completion of the transactions.

Liberty Media Corp. (NYSE: LMC)

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