ENGLEWOOD, Colo., Sept. 16 /PRNewswire-FirstCall/ -- Discovery Holding Company (Nasdaq: DISCA, DISCB) ("DHC") announced today that at DHC's annual meeting held on September 16, 2008, the shareholders of DHC approved all of the proposals submitted to the shareholders, which included a series of proposals that authorize DHC to combine its stake in Discovery Communications, LLC ("Discovery") and Animal Planet L.P. with Advance/Newhouse Programming Partnership's ("Advance/Newhouse") stake. As a result of the receipt of the approval of DHC's shareholders, the parties expect to promptly close the previously announced transaction, which will involve the following steps:
* DHC will spin-off to its stockholders (the "Spin-off") a wholly-owned subsidiary, Ascent Media Corporation ("AMC"), holding the networks and creative services businesses of Ascent Media Group ("Ascent Media"). * Immediately following the Spin-off, DHC will combine with a subsidiary of Discovery Communications, Inc. ("DCI"), and existing DHC shareholders will receive shares of common stock of DCI. * As part of the same plan, Advance/Newhouse will contribute its interests in Discovery and Animal Planet to DCI in exchange for preferred stock that, immediately after the closing of the transaction, will be convertible into shares representing one-third of the outstanding shares of common stock of DCI. The preferred stock held by Advance/Newhouse will entitle it to elect three members of DCI's board of directors and to exercise approval rights with respect to the taking of specified actions by DCI and its subsidiaries.
As a result of the transaction, DCI will become a public company and will own 100% of Discovery and Animal Planet.
The parties expect closing to occur after the close of market on September 17, 2008. DHC has been advised by Nasdaq that shares of Series A common stock of AMC will trade, on a when-issued basis, on the Nasdaq Global Market under the symbol "ASCMV" beginning on September 17, 2008, and it is expected that the Series A common stock of AMC will begin regular way trading on the Nasdaq Global Market under the symbol "ASCMA" and the Series B common stock of AMC will begin regular way trading on the OTC Bulletin Board under the symbol "ASCMB" on September 29, 2008. It is also expected, upon consummation of the transaction, that the Series A, Series B and Series C common stock of DCI will begin regular way trading on the Nasdaq Global Select Market under the symbols "DISAD," "DISBD" and "DISCK", respectively, on September 18, 2008.
About Discovery Holding Company
DHC's businesses and assets include 100% of Ascent Media and a 66-2/3% ownership interest in Discovery, which DHC accounts for using the equity method of accounting. Ascent Media provides creative and network services to the media and entertainment industries in the United States, the United Kingdom and Singapore. Ascent Media's clients include major motion picture studios, independent producers, broadcast networks, cable programming networks, advertising agencies and other companies that produce, own and/or distribute entertainment, news, sports, corporate, educational, industrial and advertising content. Discovery is a global media and entertainment company that provides original and purchased video programming across multiple platforms in the U.S. and over 170 other countries. Discovery also develops and sells branded commerce and educational product lines in the United States.
About Discovery Communications, LLC
Discovery is the number-one nonfiction media company reaching more than 1.5 billion cumulative subscribers in over 170 countries. Discovery's 100-plus worldwide networks are led by Discovery Channel, TLC, Animal Planet, The Science Channel, Discovery Health and HD Theater, with digital media properties including HowStuffWorks.com. Discovery is owned by DHC (Nasdaq: DISCA, DISCB), Advance/Newhouse Communications and John S. Hendricks, Discovery's founder and chairman.
About Ascent Media Group
Santa Monica, California-based Ascent Media is a wholly-owned subsidiary of DHC, which, through its Creative Services and Network Services divisions, provides creative and technical media services to the media and entertainment industries. Through more than 75 facilities in California, New York, London, Singapore and other locations throughout the world, Ascent Media provides effective solutions for the creation, management and distribution of content to major motion picture studios, independent producers, broadcast networks, cable channels, advertising agencies and other companies that produce, own and/or distribute entertainment, news, sports, corporate, educational, industrial and advertising content. More information about Ascent Media is available at http://www.ascentmedia.com.
Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including DHC's plans to spin-off Ascent Media and combine its interest in Discovery with Advance/Newhouse's interest in Discovery and Animal Planet. These forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including Ascent Media's and Discovery's ability to continue financial and operational growth at historic levels, and DHC's ability to successfully operate and integrate Discovery. These forward-looking statements speak only as of the date of this release. DHC expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in DHC's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Nothing in this release shall constitute a solicitation to buy or an offer to sell shares of DCI. The offer and sale of such shares in the proposed transaction will only be made pursuant to the registration statement of DCI on Form S-4 filed with the SEC and declared effective on August 7, 2008. DHC stockholders and other investors are urged to read the registration statement, including the proxy statement/prospectus contained therein, because it contains important information about the transaction. A copy of the registration statement and the proxy statement/prospectus is available free of charge at the SEC's website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that is incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Discovery Holding Company, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of DHC common stock or Ascent common stock.
SOURCE Discovery Holding Company