Advance/Newhouse to merge with Discovery Communications.
November 17, 2007
Discovery Holding Company (“DHC”) and Advance/Newhouse Programming Partnership (“Advance/Newhouse”) announced that they have signed a non-binding letter of intent pursuant to which DHC and Advance/Newhouse will combine their stakes in Discovery Communications. The transaction, if completed, will involve the following steps:
— DHC will spin-off to its shareholders a wholly-owned subsidiary holding the networks and creative services businesses of Ascent Media Group (“AMG”).
— Immediately following the spin-off of AMG, DHC will combine with a new holding company and existing DHC stockholders will receive shares of common stock of the new publicly-traded holding company.
— As part of the same plan, Advance/Newhouse will combine its interests in Discovery Communications and Animal Planet with the new holding company in exchange for preferred stock that, immediately after the closing of the transactions, will be convertible into shares representing one-third of the outstanding shares of common stock of the new holding company. The preferred stock held by Advance/Newhouse will entitle it to elect two members of the new holding company’s board of directors and to exercise approval rights with respect to the taking of specified actions by the new holding company and Discovery Communications.
“The agreement between DHC and Advance/Newhouse signals an exciting new chapter in the Discovery story. As a fully public company, Discovery will be in a stronger position to grow organically and through acquisition,” commented David Zaslav, President and CEO, Discovery Communications. “The new structure will enhance our ability to produce and distribute the high quality programming that has been our hallmark since the company was founded two decades ago. I’d also like to extend our sincere gratitude to John Hendricks, John Malone and Bob Miron whose many years of leadership and guidance have greatly benefited Discovery. We are thrilled that we will have their ongoing guidance and involvement in the company’s future.”
“Our goal in creating Discovery Holding Company was to highlight Discovery Communications as the world’s leading provider of non-fiction programming and to create a vehicle through which the company could continue to expand and grow,” stated Robert Bennett, President of Discovery Holding Company. “This transaction further perfects the structure and sets the stage for continued expansion of the Discovery brand and its wonderful products and services both domestically and across the globe. Discovery has a rich history and, we believe, a bright and exciting future.”
“This is the beginning of the next step in Discovery’s development as the company embarks on a bright future as the acknowledged, worldwide leader in non-fiction programming,” stated Advance/Newhouse Chairman and CEO Robert Miron. “We feel honored to have worked alongside John Malone and John Hendricks in creating such a widely respected company and are pleased to be continuing that relationship under this new structure. We are excited about Discovery’s future and believe we have a great management team, led by David Zaslav, to take the company to the next level.”
“Discovery Communications is one of the most valuable and well positioned media companies in the world. Today’s transaction will unlock the full potential and value of Discovery, and provide a broader range of options to pursue their aggressive growth strategy in the future,” commented John Malone, Discovery Holding Company Chairman and CEO. “For more than 20 years, it has been a true pleasure to work with John Hendricks and Bob Miron in building this great company. But we are just getting started. With such strong and decisive new leadership under David Zaslav, I am confident the best days of Discovery are still ahead.”
John Hendricks, Founder and Chairman of Discovery Communications LLC commented: “In looking back at my two-decade plus partnership with Bob Miron and John Malone in building Discovery to its global leadership position in non-fiction entertainment, I cannot think of a more opportune time for the pending transaction announced today to occur. Over the last year we have witnessed the extraordinary leadership of David Zaslav in focusing our entire worldwide company on growth and efficiency. I believe that the company is now ideally poised to take advantage of the opportunities that may emerge from the new Discovery corporate structure announced today and I look forward to continuing to work alongside my great longtime partners as Discovery begins this next exciting chapter of our advancement in the global marketplace.”
Discovery Communications does not anticipate any changes in its management as a result of this transaction. The transaction is expected to be tax-free to Advance/Newhouse and to shareholders of DHC. Completion of the transactions is subject to various conditions including negotiation of definitive agreements, receipt by the parties of opinions of tax counsel, the approval of DHC’s stockholders and regulatory clearances and approvals. Upon completion of the transaction, which is expected to close in the second quarter of 2008, 100% of the ownership interests in Discovery Communications and Animal Planet will be owned by the new holding company.