Liberty Media to Acquire Control of Todd Ao
LOS ANGELES, CA July 30, 1999 - The Todd-AO Corporation (Nasdaq: TODDA), announced that it has entered into a Letter of Intent with Liberty Media Corporation (NYSE: LMG/A) for the latter to acquire control of Todd-AO in a tax-free transaction.
In the transaction, 50% of Todd-AO's outstanding Class A Common Stock and 100% of Todd-AO's outstanding Class B Common Stock shall be converted into shares of AT&T's Class A Liberty Media Group Tracking Stock at a conversion rate of 1 share of Liberty Media Group Stock for each 2.5 shares of Todd-AO's Class A and Class B Common Stock. The transaction will result in issuance of approximately 2.5 million shares of Class A Liberty Media Group Stock.
Salah Hassanein, Todd-AO President and Chief Executive Officer, said, 'Our announced plan to globalise post production services giving precedence to market presence over market share in all facets of delivery, post production and formatting shall now become a much earlier reality than expected. The association with Liberty Media will permit Todd-AO to achieve its goals, given the Liberty Media resources. We are indeed excited in anticipation of the prospects and potential.'
David P. Beddow, Vice President of Liberty Media, said, 'We are pleased to be associated with Todd-AO and its exceptional talent. We hope the company will be a fundamental building block in our expanded infrastructure services business.'
The merger is subject to the delivery of a fairness opinion by a financial advisor and the approval of Todd-AO's shareholders as well as other customary closing conditions. The Letter of Intent contemplates that a Definitive Agreement will be signed no later than August 31, 1999.
Lucy Cooper
Tele-Cine Ltd
+44 171 208 2202
lucyc@telecine.co.uk
In the transaction, 50% of Todd-AO's outstanding Class A Common Stock and 100% of Todd-AO's outstanding Class B Common Stock shall be converted into shares of AT&T's Class A Liberty Media Group Tracking Stock at a conversion rate of 1 share of Liberty Media Group Stock for each 2.5 shares of Todd-AO's Class A and Class B Common Stock. The transaction will result in issuance of approximately 2.5 million shares of Class A Liberty Media Group Stock.
Salah Hassanein, Todd-AO President and Chief Executive Officer, said, 'Our announced plan to globalise post production services giving precedence to market presence over market share in all facets of delivery, post production and formatting shall now become a much earlier reality than expected. The association with Liberty Media will permit Todd-AO to achieve its goals, given the Liberty Media resources. We are indeed excited in anticipation of the prospects and potential.'
David P. Beddow, Vice President of Liberty Media, said, 'We are pleased to be associated with Todd-AO and its exceptional talent. We hope the company will be a fundamental building block in our expanded infrastructure services business.'
The merger is subject to the delivery of a fairness opinion by a financial advisor and the approval of Todd-AO's shareholders as well as other customary closing conditions. The Letter of Intent contemplates that a Definitive Agreement will be signed no later than August 31, 1999.
Lucy Cooper
Tele-Cine Ltd
+44 171 208 2202
lucyc@telecine.co.uk