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March30, 1999
Cyndy Giauque
Assistant County Attorney
Weld County
915 10th Street 3rd Fir
Greeley,CO 80631
Dear Cyndy
We are pleased to advise you that Comcast Corporation and Media®ne Group last week announced their
intention to merge.
This merger will bring together two companies that are leading the way to the broadband future in America
and around the world. We will now provide cable services to over 11 million homes in 38 states. The
merger expands Comcast's programming and international holdings as well. More details on the merger
appear in the attached press release.
The economies of scale and scope resulting from this combination will permit us to extend more quickly
the availability of our innovative digital cable services and high-speed cable Internet services, and will let
us move more effectively toward providing new competitive telephony and e-commerce services as well.
The proposed merger is subject to various governmental regulatory approvals as well as shareholder
approvals.
We welcome any questions you may have. We hope you will share our excitement about today's
announcement, and we look forward to telling you more about our plans in the days and weeks to come.
Sincerely
Scott Binder
General Manager
Enclosure
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Creates Leading Broadband Communications Company
(Philadelphia, PA and Englewood, CO) March 22, 1999 -- Comcast Corporation
(NASDAQ: CMCSK, CMCSA) and MediaOne Group, Inc. (NYSE: Uf 1G) announced
today that the two companies have entered into a merger agreement that combines the
third and fourth largest domestic cable providers to create the world's leading
broadband communications provider. The combined Comcast/MediaOne will, on a pro
forma basis, serve 11 million cable customers with systems that pass over 18 million
homes domestically. On a pro forma basis, the combined company would have
generated over $8 billion in 1998 revenues, EBITDA of approximately $2.4 billion and
will be well positioned to take advantage of the growing and dynamic broadband
communications industry.
The merger agreement calls for each MediaOne shareholder to receive 1.1
shares of Comcast Class A Special Common Stock (CMCSK) for each MediaOne share
it owns, or$80.16 per share based on Comcast's closing stock price of $72.875 on
Friday, March 19'h. The stock-based consideration represents a premium of
approximately 32% to MediaOne's closing price of$60.75. Upon completion of the
merger, MediaOne shareholders will own approximately 64% of the equity of the
combined company. The merger will be accounted for as a purchase by Comcast and
will be tax-free to MediaOne shareholders. The boards of directors of both companies
have unanimously approved the transaction.
-more-
-2-
Mr. Brian L. Roberts, President of Comcast, said, "This is a breathtaking moment
in the history of Comcast. The combination of MediaOne and Comcast will form a
company with the most attractive assets in the industry, a powerful balance sheet and
an unmatched management team. The new company will have the size and scope to
lead the evolving broadband environment. Our cable properties are geographically
complementary and should provide the opportunity for meaningful revenue
enhancement and operating synergies promptly after closing."
Mr. Charles M. Lillis, President, Chief Executive Officer and Chairman of
MediaOne, commented, "This transaction creates a company with a unique
combination of high growth domestic and international broadband, programming and
telephony businesses. Together, we will be optimally positioned to develop and provide
nationally branded broadband services across our principal business lines of video,
voice and data. Customers will benefit from a broader and bundled service offering,
while shareholders and employees will have the opportunity to participate in the growth
of the combined entity."
The combined company will:
o have a capitalization of almost $97 billion (market value of equity plus debt and
preferred as of March 19, 1999)
o have the best clustered and one of the largest broadband networks in the U.S. with
8 clusters, each with greater than 500,000 subscribers
o pass over 18 percent of U.S. households with its existing cable infrastructure
o serve over 11 million domestic cable customers
o hold valuable global telecommunications, programming and Internet interests
o be strong financially, with little net debt
The management team for the new company will be drawn from the leadership
teams of both MediaOne and Comcast. Ralph J. Roberts will remain Chairman of the
combined company and Brian Roberts will remain President. Chuck Lillis will serve as
a Vice Chairman of Comcast and join the Comcast Board of Directors along with three
additional MediaOne designees, bringing the total number of directors to 14.
The merger agreement is subject to the approvals of MediaOne and Comcast
shareholders as well as approvals from federal and local regulatory authorities. The
companies anticipate that the merger will close by approximately year-end.
While the merger agreement prohibits MediaOne from soliciting competing
acquisition proposals, it has 45 days to accept a superior proposal, subject to payment
of a fee of$1.5 billion to Comcast.
-more-
-3-
Salomon Smith Barney acted as financial advisor and provided a fairness
opinion to Comcast and Lehman Brothers Inc. acted as financial advisor and provided a
fairness opinion to MediaOne. Comcast is being represented by Davis Polk & Wardwell
and MediaOne is being represented by Weil Gotshal & Menges and Cadwalader
Wickersham & Taft.
Comcast Corporation (www.comcast.com) is principally engaged in the
development, management and operation of broadband cable networks and in the
provision of content through principal ownership of QVC, Comcast-Spectacor and
Comcast SportsNet, a controlling interest in E! Entertainment Television and through
other programming investments. Comcast's Class A Special and Class A Common
Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and
CMCSA, respectively.
MediaOne Group (www.mediaonegroup.com) is one of the world's largest
broadband communications companies, bringing the power of broadband and the
Internet to subscribers in the United States, Europe and Asia. The company also has
interests in some of the fastest-growing wireless communications businesses outside
the U.S. For 1998, the businesses that comprise MediaOne Group produced $7.1
billion in proportionate revenue.
This press release contains forward looking statements made pursuant to the"safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such forward
looking statements involve risks and uncertainties which could significantly affect expected results in the
future from those expressed in any such forward looking statements made by, or on behalf of the
Company. Certain factors that could cause actual results to differ materially include, without limitation, the
effects of legislative and regulatory changes; the potential for increased competition; technological
changes; the need to generate substantial growth in the subscriber base by successfully launching,
marketing and providing services in identified markets; pricing pressures which could affect demand for
the Company's services; the Company's ability to expand its distribution; changes in labor, programming,
equipment and capital costs; availability of debt and equity financing, the Company's continued ability to
create or acquire programming and products that customers will find attractive; future acquisitions,
strategic partnerships and divestitures; general business and economic conditions; and other risks
detailed from time to time in the Company's periodic reports filed with the Securities and Exchange
Commission.
Contacts:
Comcast: MediaOne:
John Alchin Jane Okun
Senior Vice President and Treasurer Executive Director, Investor Relations
215-981-7503 303-858-3696
Marlene Dooner Steve Lang
Senior Director of Investor Relations Executive Director, Financial & Corporate
215-981-7392 Communications
303-858-3406
Press:
Abernathy MacGregor Frank
Ann Hance/Adam Miller
212-371-5999
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