HSN to be acquired by Liberty Interactive in all-stock transaction
Liberty Interactive Corporation (LINTA) and HSN (HSNI) announced that they have entered into an agreement whereby Liberty Interactive will acquire the 62% of HSNi it does not already own in an all-stock transaction.
Liberty Interactive currently owns 38.2% of HSNi and, under the definitive agreement will acquire the remaining 61.8% stake, making it a wholly-owned subsidiary, attributed to the QVC Group (QVCA, QVCB) tracking stock.
HSNi shareholders will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for every share of HSNi common stock. Based on the Series A QVC Group common stock’s closing price as of July 5 and the number of HSNi undiluted shares outstanding as of May 1, this equates to a total enterprise value for HSNi of $2.6B, an equity value of $2.1B, and consideration of $40.36 per HSNi share, representing a premium of $9.06 per share or 29% to HSNi shareholders, based on HSNi’s closing price on July 5.
Liberty Interactive intends to issue 53.4M shares of QVC Series A common stock to HSNi shareholders. Pro forma, QVC Group total undiluted share count will be 504.3M, comprised of 474.9M shares of Series A common stock and 29.4M shares of Series B common stock, with former HSNi shareholders, excluding Liberty Interactive, to own 10.6% of QVC Group’s undiluted equity and 6.9% of the undiluted voting power, based on the number of shares outstanding as of April 30.
Following the completion of the transaction, Liberty Interactive expects to continue its repurchases of QVC Group common stock.
The acquisition of HSNi is expected to be completed by Q4. The completion of the acquisition is subject to certain customary conditions, including the receipt of requisite regulatory approvals, including approval from the Federal Communications Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval by a majority of the outstanding voting power of HSNi shareholders.
A voting agreement has been obtained from Liberty Interactive to vote its HSNi shares in-favor of the transaction. Approval of the Liberty Interactive stockholders is not required, and is not being sought, for the HSNi acquisition.
Upon closing, the Liberty Interactive Board of Directors will be expanded by one to include a director from the HSNi Board of Directors; this director will be selected by Liberty Interactive.
QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSNi, will become an asset-backed stock and Liberty Interactive will be renamed QVC Group, Inc.
Neither the GCI acquisition nor the HSNi acquisition is conditioned on the completion of the other, and no assurance can be given as to which of these transactions will be completed first.
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