John Malone’s and Barry Diller have settled their differences. Malone’s Liberty Media has agreed not to appeal a Delaware court ruling allowing Diller to proceed with the break-up of IAC. According to a release, copied below, Malone has agreed not to oppose the spin-out of HSN, Interval International, Ticketmaster and Lending Tree and IAC into separate companies.
The deal gives Liberty board representation on each of the spun-off companies, but also includes “a standstill agreement that limits Liberty’s ability to increase its ownership stakes and to take a variety of other actions with respect to the spun off companies.”
A filing will detail the agreement. Our big question: What does Malone get out of this? At first glance, not much. He gets some ownership and voting power in the spun entities, but agrees to vote his shares for a nominated slate of directors, and to not try to take over any of the new entities for two years.
We can’t see Malone walking away with some board seats and calling it a day. But by our reading of the filing (look here and search for “Liberty”) that’s exactly what it looks like.
FOR IMMEDIATE RELEASE
IAC AND LIBERTY MEDIA RESOLVE LEGAL DISPUTE
Liberty to Drop Appeal of Delaware Decision, Parties Agree to Spin-off Plan
Englewood, CO and New York, NY – May 13, 2008 – Liberty Media Corporation (NASDAQ: LINTA, LMDIA, LCAPA) (“Liberty”) and IAC (NASDAQ: IACI) announced today that they have resolved their legal dispute regarding IAC’s proposed restructuring.
Liberty has agreed to drop its appeal of the decision handed down by the Delaware Chancery Court on March 28, 2008 and will not oppose the proposed single-tier spin-offs of HSN, Interval International, Ticketmaster and Lending Tree, which IAC advanced earlier today by making its initial filings with the SEC.
Additionally, the companies agreed on a number of arrangements regarding the governance of the spun off companies, including Liberty’s right to board representation on each company and a standstill agreement that limits Liberty’s ability to increase its ownership stakes and to take a variety of other actions with respect to the spun off companies.
Further details of the arrangement between IAC and Liberty are set forth in filings the companies make with the Securities and Exchange Commission.
IAC Chairman and Chief Executive Officer Barry Diller stated, “Now it’s really over and that’s great for both of us.”
Liberty Chairman John Malone said, “I am pleased that we were able to amicably resolve our dispute with IAC. Liberty supports the proposed restructuring of IAC and looks forward to the ongoing success of each of the new entities and IAC.”
About Liberty Media Corporation
Liberty Media Corporation owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to three tracking stock groups: (1) the Liberty Interactive group, which includes Liberty’s interests in QVC.com, Provide Commerce, Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the Liberty Entertainment Group, which includes Liberty’s interests in the DIRECTV Group, Inc., Starz Entertainment, FUN Technologies, Inc., GSN, LLC, WildBlue Communications, Inc., and Liberty Sports Holdings LLC, and (3) the Liberty Capital group, which includes all businesses, assets and liabilities not attributed to the Interactive Group or the Entertainment Group including our subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc., and TruePosition, Inc., and minority equity investments in Time Warner Inc. and Sprint Nextel Corporation.
IAC is an interactive conglomerate operating more than 60 diversified brands in sectors being transformed by the internet, online and offline… our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. To learn more about IAC please visit HYPERLINK “https://webmail.iac.com/exchweb/bin/redir.asp?URL=http://iac.com/” o “http://iac.com/” t “_blank” http://iac.com.