zulily to be Attributed to the QVC Group
Tracking Stock
QVC Group will have approximately $5 billion
in eCommerce Revenue and 50% Mobile Penetration
Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq:
QVCA, QVCB, LVNTA, LVNTB) and zulily, inc. (“zulily”) (Nasdaq: ZU)
today announced that they have entered into a definitive agreement
(the “Agreement”) under which Liberty Interactive will acquire all
outstanding shares of zulily for $18.75 per share. The acquisition
will be attributed to Liberty Interactive’s QVC Group tracking
stock.
“We are excited for zulily to join the Liberty family,” stated
Greg Maffei, Liberty Interactive President and CEO. “Darrell, Mark
and their team have built an impressive business around
entertainment, discovery and value to the customer, which fits
perfectly with the QVC philosophy. Combined under Liberty, we have
an incredible opportunity to delight shoppers from the TV to the
Internet.”
“As the world leader in video and eCommerce retail, QVC is
dedicated to reimagining shopping, entertainment and community as
one,” said Mike George, QVC President and CEO. “In zulily, we see a
like-minded brand that shares our passion for discovering great
products, for delivering honest value, and for building long term
relationships with customers. Our teams are committed to learning
from and inspiring each other and leveraging our platforms in new
ways to accelerate growth, serve our customers better, and realize
the full potential of both of these extraordinary brands.”
“Mark Vadon and I are incredibly excited to announce our
partnership with QVC. QVC has built an amazing business with a
great culture and incredibly similar understanding for bringing
entertainment, discovery and value into the daily customer
experience,” said Darrell Cavens, President and CEO of zulily.
“This combination under Liberty is about investing in our future
and providing a tremendous opportunity to accelerate our platform
for growth of the zulily brand through the partnership with
QVC.”
The proposed transaction will bring two highly complementary
businesses under common ownership and further strengthen QVC’s
leadership position in experiential, discovery driven shopping.
While QVC and zulily will be operated as separate consumer facing
brands, the collaboration creates numerous exciting opportunities,
including leveraging QVC’s global scale, curation, vendor
relationships and video commerce expertise at zulily. Similarly,
zulily’s younger customer demographic, personalization expertise
and eCommerce capabilities will boost QVC.
Following the close of the transaction, zulily will remain based
in Seattle. zulily will continue to be run by its talented
management team, with Darrell Cavens remaining President and CEO of
zulily. In connection with the transaction, Mike George is being
appointed to the Executive Committee of the Liberty Interactive
Board of Directors and will serve on that committee with John
Malone and Greg Maffei. Darrell Cavens will report directly to Mike
George and the other members of the Executive Committee. In
addition, zulily co-founder Mark Vadon will join the Liberty
Interactive Board of Directors.
The deal values zulily at $2.4 billion. Liberty Interactive has
agreed to provide $9.375 in cash and 0.3098 newly issued shares of
QVCA for each zulily share. Funding for the cash portion of the
consideration is expected to come from cash on hand at zulily and
QVC’s revolving credit facility.
The transaction has been approved by the boards of directors of
both companies and is anticipated to close during the fourth
quarter of 2015. Pursuant to the Agreement, a subsidiary of Liberty
Interactive will commence an exchange offer for 100% of the
outstanding shares of zulily common stock for $18.75 per share. The
exchange offer is required to be commenced within 15 business days
of today and to remain open for at least 20 business days after
launch. Concurrent with the execution of the Agreement, zulily’s
founding shareholders, representing approximately 45% of zulily’s
outstanding shares, have signed a Tender and Support Agreement,
pursuant to which they have agreed to tender all of their shares
into the exchange offer, subject to certain exceptions. Following
successful completion of the exchange offer, any shares not
acquired in the exchange offer will be acquired in a second-step
merger at the same $18.75 per share deal price. Closing of the
exchange offer is conditioned upon customary closing conditions,
including the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act and
there being validly tendered and not withdrawn a number of shares
of zulily common stock equal to at least a majority of the total
outstanding voting power. The offer is not subject to any financing
condition.
Baker Botts L.L.P. is acting as legal advisor for Liberty
Interactive. Goldman Sachs is serving as financial advisor for
zulily and Weil, Gotshal & Manges LLP and Cooley LLP are acting
as legal advisors.
Liberty Interactive’s President and CEO, Greg Maffei, QVC’s
President and CEO, Mike George, zulily’s Chairman, Mark Vadon and
zulily’s President and CEO, Darrell Cavens will co-host an investor
conference call to discuss the transaction at 9am E.D.T. on Monday,
August 17, 2015. The call can be accessed by dialing 844-307-2219
or 678-509-7635 at least 10 minutes prior to the start time. The
call will also be broadcast live across the internet and archived
on both Liberty Interactive’s and zulily’s websites. To access the
webcast and the accompanying presentation materials go to either
http://www.libertyinteractive.com/events or
http://investor.zulily.com/. An archive of the webcast will also be
available on both websites for 30 days after appropriate filings
have been made with the SEC.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive’s subsidiary, QVC, Inc., and its interest in HSN, Inc.,
and the businesses and assets attributed to the Liberty Ventures
Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive
Corporation’s businesses and assets other than those attributed to
the QVC Group, including its interest in Expedia, Interval Leisure
Group and FTD, its subsidiaries Bodybuilding.com, CommerceHub, LMC
Right Start and Evite, and minority interests in Time Warner, Time
Warner Cable and Lending Tree.
About QVC
QVC, Inc., a wholly owned subsidiary of Liberty Interactive
Corporation, is the world's leading video and ecommerce retailer.
QVC is committed to providing its customers with thousands of the
most innovative and contemporary beauty, fashion, jewelry and home
products. Its programming is distributed to approximately 340
million homes worldwide through operations in the U.S., Japan,
Germany, United Kingdom, Italy, France and a joint venture in
China. Based in West Chester, PA and founded in 1986, QVC has
evolved from a TV shopping company to a leading ecommerce and
mobile commerce retailer. The company's website, QVC.com, is ranked
among the top general merchant Internet sites. QVC, Q, and the Q
Ribbon Logo are registered service marks of ER Marks, Inc.
About zulily inc.
zulily (http://www.zulily.com) is a retailer obsessed with
bringing customers special finds every day—all at incredible
prices. zulily features an always-fresh curated collection for the
whole family, including clothing, shoes, home décor, toys, gifts
and more. Unique products from up-and-coming brands are featured
alongside favorites from top brands, giving customers something new
to discover each morning. zulily was launched in 2010 and is
headquartered in Seattle. zulily's shares are traded on the NASDAQ
Global Select Market under the symbol ZU.
Forward-Looking Statements
This press release includes certain forward-looking statements,
including statements about the proposed acquisition of zulily by
Liberty Interactive, the commencement of an exchange offer for
shares of zulily common stock, the realization of estimated
synergies and benefits from the proposed acquisition, business
strategies, market potential, future financial prospects, new
services and product offerings, and other matters that are not
historical facts. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including, without limitation, the satisfaction of conditions to
the proposed acquisition and exchange offer. These forward looking
statements speak only as of the date of this press release, and
each of Liberty Interactive and zulily expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in Liberty Interactive’s or zulily’s expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based. Please refer to the publicly
filed documents of Liberty Interactive and zulily, including the
most recent Forms 10-K and 10-Q, for additional information about
Liberty Interactive and zulily and about the risks and
uncertainties related to the business of each of Liberty
Interactive and zulily which may affect the statements made in this
press release.
Additional Information and Where to Find
It
The exchange offer for the outstanding shares of zulily
referenced in this communication has not yet commenced. This
announcement is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
zulily or Liberty Interactive or purchase shares of Liberty
Interactive, nor is it a substitute for the registration statement
and exchange offer materials that Liberty Interactive and/or its
acquisition subsidiary will file with the U.S. Securities and
Exchange Commission (the “SEC”) upon commencement of the exchange
offer. At the time the offer is commenced, Liberty Interactive
and/or its acquisition subsidiary will file exchange offer
materials on Schedule TO and a registration statement on Form S-4
with the SEC, and zulily will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the
exchange offer. The exchange offer materials (including a
Prospectus/Offer to Exchange, a related Letter of Transmittal and
certain other offer documents) and the Solicitation/Recommendation
Statement will contain important information. Holders of shares of
zulily are urged to read these documents when they become available
because they will contain important information that holders of
zulily securities should consider before making any decision
regarding tendering their securities. The Prospectus/Offer to
Exchange, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of zulily at no
expense to them. The exchange offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s web site at http://www.sec.gov. Free copies of
these documents will be made available by zulily by mail to zulily,
inc., 2601 Elliott Avenue, Suite 200, Seattle, WA, 98121,
Attention: Erica Yamamoto and free copies of the exchange offer
materials will be made available by Liberty Interactive by
directing a request to Liberty Interactive Corporation, 12300
Liberty Boulevard, Englewood, CO, 80112, Attention: Investor
Relations, Telephone: (720) 875-5420.
In addition to the Prospectus/Offer to Exchange, the related
Letter of Transmittal and certain other offer documents, as well as
the Solicitation/Recommendation Statement, Liberty Interactive and
zulily file annual, quarterly and special reports and other
information with the SEC. You may read and copy any reports or
other information filed by Liberty Interactive or zulily at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Liberty Interactive’s and
zulily’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20150817005446/en/
Liberty Interactive IR:Courtnee Ulrich, 720-875-5420orzulily
IR:Erica Yamamoto, 206-724-0500 x. 4363
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