Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - WARNER MEDIA, LLC | form8-k.htm |
| EX-99.1 - SEPARATION AND SPIN-OFF AGREEMENT - WARNER MEDIA, LLC | ex99-1.htm |
| EX-99.2 - SECOND TAX MATTERS AGREEMENT - WARNER MEDIA, LLC | ex99-2.htm |
| EX-99.3 - EMPLOYEE MATTERS AGREEMENT - WARNER MEDIA, LLC | ex99-3.htm |
Exhibit
99.4
 |
 |
For
Immediate Release:
TIME
WARNER DECLARES SPIN-OFF DIVIDEND OF AOL SHARES
Record
and Distribution Dates and Final Distribution Ratio Announced
NEW
YORK, November 16,
2009
– Time Warner Inc. (NYSE:TWX) and AOL Inc. today announced the timing and
details regarding the spin-off of AOL from Time Warner.
The Time
Warner board of directors has approved the final distribution ratio and declared
a pro rata dividend of the shares of AOL common stock owned by Time Warner that
will result in the complete legal and structural separation of the two
companies.
On the
distribution date of December 9, 2009, Time Warner stockholders of record as of
5 p.m. on November 27, 2009, the record date for the distribution, will receive
one share of AOL common stock for every eleven shares of Time Warner common
stock they hold.
Fractional
shares of AOL common stock will not be distributed to Time Warner stockholders.
Instead, the fractional shares of AOL common stock will be aggregated and sold
in the open market, with the net proceeds distributed pro rata in the form of
cash payments to Time Warner stockholders who would otherwise be entitled to
receive a fractional share of AOL common stock.
No action
or payment is required by Time Warner stockholders to receive the shares of AOL
common stock. Stockholders who hold Time Warner common stock on the record date
will receive a book-entry account statement reflecting their ownership of AOL
common stock or their brokerage account will be credited with the AOL
shares. An Information Statement containing details regarding the
distribution of the AOL common stock and AOL’s business and management following
the AOL spin-off will be mailed to Time Warner stockholders prior to the
distribution date.
The AOL
spin-off has been structured to qualify as a tax-free dividend to Time Warner
stockholders for U.S. federal income tax purposes. Cash received in
lieu of fractional shares, however, will be taxable. Time Warner
stockholders are urged to consult with their tax advisors with respect to the
U.S. federal, state, local and foreign tax consequences of the AOL
spin-off.
Shares of Time Warner common stock will continue to
trade “regular way” on the New York Stock Exchange (“NYSE”) under the symbol “TWX” through the distribution date of
December 9, 2009, and thereafter. Any holders of shares of Time Warner common
stock who sell Time Warner shares regular way on or before December 9, 2009,
will also be selling their right to receive shares of AOL common stock.
Investors are encouraged to consult with their financial advisers regarding the
specific implications of buying or selling Time Warner common stock on or
before the distribution date.
AOL
common stock will begin trading on a “when-issued” basis on the NYSE under the
symbol “AOL WI” beginning on November 24, 2009. On December 10, 2009,
when-issued trading of AOL common stock will end and “regular-way” trading under
the symbol “AOL” will begin. The CUSIP number for the AOL common
stock will be 00184X 105 when regular- way trading begins.
Time
Warner and AOL have entered into a Separation and Distribution Agreement and
several other agreements related to the AOL spin-off. The completion of the AOL
spin-off is subject to the satisfaction or waiver of a number of conditions,
including the Registration Statement on Form 10 for the AOL common stock being
declared effective by the Securities and Exchange Commission (“SEC”), the AOL
common stock being authorized for listing on the NYSE and certain other
conditions described in the Information Statement included in the Form 10 and in
the agreements filed as exhibits to the Form 10. The condition relating to
the authorization of the AOL common stock for listing on the NYSE has
been satisfied, and today AOL sent a letter to the SEC requesting that the Form
10 be declared effective. Time
Warner and AOL expect all other conditions to the AOL spin-off to be satisfied
on or before the distribution date.
Additional
Information
Please see http://www.timewarner.com/investors
and http://ir.aol.com for additional information, including Frequently Asked
Questions, regarding the spin-off of AOL described in this
release.
About
Time Warner Inc.
Time
Warner Inc., a global leader in media and entertainment with businesses in
television networks, filmed entertainment, publishing and interactive services,
uses its industry-leading operating scale and brands to create, package and
deliver high-quality content worldwide through multiple distribution
platforms.
About
AOL Inc.
AOL Inc.
is a leading global Web services company with an extensive suite of brands and
offerings and a substantial worldwide audience. AOL’s business spans online
content, products and services that the company offers to consumers, publishers
and advertisers. AOL is focused on attracting and engaging consumers and
providing valuable online advertising services on both AOL’s owned and operated
properties and third-party websites. In addition, AOL operates one of the
largest Internet subscription access services in the United States, which serves
as a valuable distribution channel for AOL’s consumer offerings. AOL is a wholly
owned subsidiary of Time Warner Inc.
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Caution
Concerning Forward-Looking Statements
This
document includes certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
management’s current expectations or beliefs, and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from those
expressed or implied by the statements herein due to changes in economic,
business, competitive, technological, strategic and/or regulatory factors and
other factors affecting the operation of the businesses of Time Warner Inc. and
AOL Inc. More detailed information about these factors may be found
in filings by Time Warner with the SEC, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q, as well as AOL’s Registration
Statement on Form 10 filed with the SEC. Time Warner and AOL are under no
obligation to, and expressly disclaims any such obligation to, update or alter
their forward-looking statements, whether as a result of new information, future
events, or otherwise.
Information
on Time Warner’s Cash Dividend Press Release
Time
Warner Inc. issued a separate press release today regarding the company’s
regular quarterly cash dividend.
Contacts:
|
TWX Corporate
Communications
|
TWX Investor Relations
|
|
Edward
Adler (212) 484-6630
|
Doug
Shapiro (212) 484-8926
|
|
Keith
Cocozza (212) 484-7482
|
Michael
Kopelman (212) 484-8920
|
AOL Corporate
Communications
Tricia
Primrose (703) 265-2896
Alysia
Lew (212) 652-6376
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