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HSN bids for Ticketmaster
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October 23, 1997: 12:19 p.m. ET
HSN offers to acquire remaining 50.4 percent it doesn't own
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NEW YORK (CNNfn) - HSN Inc., parent of Home Shopping Network, offered Thursday to acquire the 50.4 percent of Ticketmaster Group Inc. it doesn't already own.
Under the plan, if HSN shares trade between $44 and $50 during a measuring period prior to shareholder approval, each Ticketmaster share would be swapped for .506 share of HSN Inc.
If HSN shares fall to a range of $40-$44 each, there would be a floating exchange ratio that would provide Ticketmaster stockholders with value of $22.264 per Ticketmaster share. Otherwise, the swap would be capped at .557 HSN share.
If HSN stock rises above $50, there would be a floating exchange ratio designed to provide value of $25.30 per Ticketmaster common share.
In a letter to Ticketmaster's board of directors, HSN Chairman and Chief Executive Officer Barry Diller said a merger would allow the two companies to work together more closely while allowing Ticketmaster shareholders to retain an interest in its business through a stake in HSN Inc.
HSN in July acquired Microsoft co-founder Paul Allen's 49.6 stake in the company. That deal gave Diller and other HSN executives seats on Ticketmaster's board of directors.
"We are prepared to discuss our proposal with a special committee of Ticketmaster directors. Both we and our financial and legal advisors are at your disposal to render whatever assistance or provide any further details with respect to our proposal that you may require.
"We are all prepared to meet with the special committee and its legal and financial advisors at your earliest convenience," Diller said in the proposal.
The proposal was delivered to Ticketmaster officials Thursday. Officials at Ticketmaster weren't available for comment.
If Ticketmaster officials agree to consider the bid, it still will require approval of both companies' boards of directors and shareholders.
--by staff writer Cyrus Afzali
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Ticketmaster
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