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FOR IMMEDIATE RELEASE
CONTACT: Richard De Sina Debra Berliner Barda
Video Services Corporation G.S. Schwartz & Co.
(201) 784-2886 (212) 725-4500
VIDEO SERVICES CORPORATION TO BE
ACQUIRED BY LIBERTY LIVEWIRE IN A $125 MILLION
TRANSACTION
NORTHVALE, NJ (JULY 25, 2000) - Video Services Corporation (AMEX: VS) announced
today that Liberty Livewire Corporation (NASDAQ:LWIRA), a majority owned
subsidiary of Liberty Media Corporation (NYSE: LMG.A, LMG.B), has agreed to
acquire 100% of its stock. For each share of Video Services Corporation (VSC)
common stock outstanding, shareholders will receive 0.104 of a share of Class A
Liberty Media Group Common Stock (NYSE:LMG.A) and $2.75 in cash, in a taxable
exchange. Based on the closing price of Class A Liberty Media Group shares on
July 25, 2000, the transaction values Video Services Corporation at
approximately $125 million in the aggregate, including the assumption of certain
indebtedness, or approximately $5.2265 per share. This value will fluctuate with
changes in the price of Class A Liberty Media Group shares.
An aggregate of approximately 1.4 million shares of Class A Liberty
Media Group Stock will be issued to Video Services Corporation stockholders in
the transaction. In consideration of the issuance of these shares and the
financing of the cash portion of the transaction by Liberty Media pursuant to a
previously announced convertible debt facility with Livewire, Liberty Media will
increase its stake in Livewire. After the transaction, Liberty Media will hold
approximately 36.9 million shares of Livewire's Class B Common Stock,
representing approximately 89.4% of Livewire's capital stock and approximately
98.8% of Livewire's voting power (assuming conversion of convertible debt issued
in connection with the transaction).
Louis H. Siracusano, VSC President and CEO, and other majority
stockholders, collectively holders of approximately 72% of the outstanding
shares of Video Services Corporation, have agreed to vote in favor of the
transaction. The transaction is subject to approval by VSC stockholders, receipt
of certain regulatory clearances and other customary closing conditions. Closing
is anticipated to occur in the fourth quarter of 2000.Siracusano stated, "We
believe that this merger is in the best interests of our shareholders, our
customers and
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our employees. Liberty Livewire is a dynamic company with
unmatched resources. We're delighted that Livewire has verified the value VSC's
management, talented staff, client relationships and technical expertise bring
to the table to achieve their strategic goals. Livewire is creating a unique
combination of assets for customers looking for one-stop solutions to delivering
diverse, multimedia content to clients located throughout the world. We look
forward to adding immediate value to the Livewire equation. Our broadcast
transmission experience, facilities and client list are unparalleled".
David P. Beddow, CEO of Liberty Livewire, commenting on the
transaction, stated: "The addition of VSC's unique combination of broadcast
transmission, fiber optic network, post production facilities and services to
the Livewire portfolio greatly expands our capacity to serve clients in the
television, entertainment and advertising industry. Its fiber and satellite
transmission network in the New York and Washington areas is particularly
noteworthy. Along with the recent acquisition of Triumph Communications, Four
Media Company's Burbank and Singapore facilities and Todd- AO's London Broadcast
Operations Center, VSC's addition will put Livewire on the forefront in the
delivery of broadcast transmission services".
About Video Services Corporation
Video Services Corporation (AMEX:VS) provides engineering, production and
distribution services for the video and broadcast industries, nationally and
internationally. Generating annual revenues of approximately $100 million, it
has ten divisions and over 500 employees, with offices in New York, New Jersey,
Florida and California.
About Liberty Livewire Corporation
Liberty Livewire Corporation provides a wide range of traditional audio and
video post-production, transmission, library services, and audio/video
distribution services via satellite and fiber to worldwide clients in the
feature film, television and advertising industries. The company also provides
interactive television services under the brand name HyperTv with Livewire. The
company has locations in Los Angeles, New York, Atlanta, San Francisco, London,
Singapore and Barcelona.
About Liberty Media
Liberty Media holds interests in a broad range of video programming,
communications, technology and Internet businesses in the United States, Europe,
South America and Asia.
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This press release contains forward-looking statements. There are certain
important factors that could cause results to differ materially from those
anticipated by the statements made herein. These factors include, but are not
limited to: the general performance of the economy, specifically as it affects
the advertising, entertainment, and television and video industries; the
international economic and political climate which could impact the sale of
domestic programming overseas; significant changes in video technology in the
post-production, video and communications industries, the loss of key personnel,
and the loss of key customers. Additional information which could affect the
Company's financial results is included in the Company's Form 10K for the year
ended June 30, 1999, on file with the Securities and Exchange Commission.
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