HSN (HSNI) to be acquired by Liberty Interactive (QVCA/LVNTA) for $40.36/share

• QVC and Home Shopping Network, two of the most well-known TV home-shopping hubs, are combining further as they look at aggressive growth by Amazon (AMZN) and consumer shopping habits shifting to internet-based retail.
• Liberty Interactive (QVCA)'s QVC division previously acquired  Zulily (ZU) for $2.6 billion in August 2015.

    

 

  

HSN to be acquired by Liberty Interactive (QVCA/LVNTA) for $40.36/share in stock, or approximately $2.6 bln:

Liberty Interactive Corporation (QVCA, QVCB, LVNTA, LVNTB) and HSN 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 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, 2017 and the number of HSNi undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSNi of $2.6 billion, an equity value of $2.1 billion, 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, 2017.
• Liberty Interactive intends to issue 53.4 million shares of QVC Series A common stock to HSNi shareholders. Pro forma, QVC Group total undiluted share count will be 504.3 million, comprised of 474.9 million shares of Series A common stock and 29.4 million 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, 2017. 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 the fourth quarter of
  2017.