MUMBAI: Liberty Media Corporation announced today that it would acquire Provide Commerce, Inc, an e-commerce marketplace of websites for perishable goods marketed under the brands: ProFlowers, Cherry Moon Farms, Uptown Prime, and Secret Spoon.
Under the terms of the agreement, Liberty will pay $477 million in cash, or $33.75 per Provide share.The proposed transaction is expected to close in the second calendar quarter of 2006. Completion of the transaction is subject to regulatory approval, Provide Commerce stockholder approval and other customary closing conditions.
"Provide Commerce is a market leader in online perishable goods and through its advanced supply chain and superior execution, has built scale and a strong competitive position. This is a testament to the caliber and dedication of the Provide management team and we are thrilled to welcome them to the Liberty family. We believe in the power of video to drive television and web-based retailing businesses and Provide is a compelling addition to our strategy," stated Liberty chairman and CEO John C. Malone.
"The philosophy of Liberty and its affiliates is consistent with Provide's culture and our unrelenting focus on our customers. We look forward to working with the other Liberty Internet and video companies to accelerate profitable growth," said Provide Commerce CEO Bill Strauss.
JP Morgan Securities Inc. served as financial advisor to the board of directors of Provide Commerce. Following the acquisition, Provide Commerce will remain a separate subsidiary within Liberty.
Vesting of outstanding options and restricted stock grants will be accelerated and holders of options and warrants will receive cash payments equal to the difference between the cash price per share and the respective exercise prices.
In connection with the proposed transaction, Jovian Holdings LLC has agreed to vote the shares it owns or controls in favor of the proposed transaction or against any alternative proposal, in addition to other customary agreements. Jovian Holdings owns or controls approximately 29 per cent of the outstanding common stock of Provide Commerce.
As of September 30, 2005 Provide Commerce had a cash balance of $60 million.
