Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq: LINTA, LINTB) announced that, at the annual meeting of its stockholders held on August 8, 2012 at 10:00 a.m. MT, it received approval from its stockholders to amend and restate its certificate of incorporation in order to create the new Liberty Ventures common stock and make certain related changes to the existing Liberty Interactive common stock.
Accordingly, on Thursday, August 9, 2012, Liberty Interactive intends to distribute (the “distribution”), by means of a dividend, to holders of its Series A and Series B Liberty Interactive common stock as of 5:00 p.m., New York City time, on Thursday, August 9, 2012 (the “record date”), (i) 0.05 of a share of the corresponding series of Liberty Ventures common stock for each share of that series of Liberty Interactive common stock held by such stockholder as of the record date and (ii) 1/3 of a subscription right to purchase one share of Series A Liberty Ventures common stock (a “Series A Right”) for each share of Series A or Series B Liberty Ventures common stock, as applicable, received by such stockholder in the distribution. Cash will be issued in lieu of fractional shares of Liberty Ventures common stock and fractional Series A Rights will be rounded up to the nearest whole right. Although holders of Series A and Series B Liberty Interactive common stock will receive Series A Rights in the distribution, the Series A Rights will not be tradeable until after the per share subscription price is determined and announced.
The creation of the Liberty Ventures common stock, the distribution and the rights offering to follow are subject to the satisfaction of the remaining conditions to these transactions, which are described in detail in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 filed by Liberty Interactive regarding these transactions (the “Form S-4”). Information regarding the rights offering can also be found in the Form S-4.