Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - WARNER MEDIA, LLC | form8-k.htm |
| EX-99.2 - UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET - WARNER MEDIA, LLC | ex99-2.htm |
Exhibit
99.1
For Immediate
Release:
Time Warner Inc.
Completes Spin-off of AOL Inc.
NEW
YORK, December
10, 2009 – Time Warner Inc. (NYSE:TWX) today announced that it has
completed the previously announced spin-off of AOL Inc. (NYSE:AOL).
Effective 11:59 p.m.
on December 9, 2009, one share of AOL common stock was distributed for every
eleven shares of Time Warner common stock held as of 5:00 p.m. on the record
date of November 27, 2009. Stockholders will receive a cash payment
instead of any fractional AOL shares.
Time Warner
Chairman and Chief Executive Officer Jeff Bewkes said: “With the
separation of AOL, we’ve returned to our roots as one of the leading content
companies in the world. We’re now better positioned to focus even more
closely on driving the best possible performance at our content businesses in
the most efficient way. I’m confident that Time Warner is on track to
generate steady, attractive financial results and improve returns to our
stockholders. At the same time, we believe that AOL will have greater
operational and strategic flexibility as a standalone company.”
No action or
payment is required by Time Warner stockholders to receive the shares of AOL
common stock. Stockholders who held 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.
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, except for the cash received
in lieu of fractional shares. 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.
Allen & Company
LLC, BofA Merrill Lynch and Deutsche Bank Securities, Inc. served as financial
advisers to Time Warner.
Additional
Information
Please see
http://www.timewarner.com/investors 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 and publishing, uses its
industry-leading operating scale and brands to create, package and deliver
high-quality content worldwide through multiple distribution
outlets.
Caution Concerning
Forward-Looking Statements
This document
includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements about the plans, objectives, expectations and intentions
of Time Warner, including the benefits of the separation of AOL from Time
Warner, and other statements that are not historical facts. 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. More detailed information about these and other 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 in the sections
entitled “Caution Concerning Forward-Looking Statements” and “Risk Factors.”
Time Warner is under no obligation to, and expressly disclaims any such
obligation to, update or alter its forward-looking statements, whether as a
result of new information, future events, or otherwise.
Contacts:
|
Corporate
Communications
|
Investor
Relations
|
|
Edward Adler (212)
484-6630
|
Doug Shapiro (212)
484-8926
|
|
Keith Cocozza (212)
484-7482
|
Michael Kopelman
(212) 484-8920
|
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