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EXHIBIT 20.1
FOR IMMEDIATE RELEASE
August 13, 1997
THE BOX WORLDWIDE AND TCI MUSIC SIGN DEFINITIVE
MERGER AGREEMENT
Music Multiplex to Launch This Fall
Miami Beach, Florida, and Englewood, Colorado - The Box Worldwide, Inc. ("The
Box Worldwide") (Nasdaq:BOXW), which programs and distributes the music video
channel THE BOX, and TCI Music, Inc. ("TCI Music") (Nasdaq:TUNE) today signed a
definitive merger agreement for the merger of The Box Worldwide into TCI Music.
As a result of the merger, The Box Worldwide would become a subsidiary of TCI
Music, and shares of the Common Stock of The Box Worldwide would be exchanged
for shares of TCI Music's Series "A" Preferred Stock ("TCI Music Preferred").
The merger agreement provides that each share of Common Stock of The Box
Worldwide would be valued at $1.50 and would be exchanged for shares of TCI
Music Preferred Stock. Each share of the TCI Music Preferred would be
immediately convertible into three shares of TCI Music Series "A" Common Stock
("TCI Music Common") entitled to the same rights a the currently outstanding
TCI Music Common other than its put feature. The number of shares of TCI Music
Preferred which each Box Worldwide shareholder will be entitled to receive will
be determined by dividing the product of $1.50 times the number of Box
Worldwide shares held, by three times the average bid and ask price of TCI
Music Series Common during the 20 consecutive trading days ending on the third
trading day prior to the closing of the transaction.
The merger would combine the resources and expertise of THE BOX, the world's
only interactive, 24-hour, all music video service, with TCI Music, formed
earlier this year by Tele-Communications, Inc. ("TCI"), to deliver audio and
video music services to residential and commercial customers via television,
the Internet and other methods.
TCI Music is managed by Liberty Media Corporation, the programming unit of TCI.
Liberty Media has been an investor in The Box Worldwide for seven years and
also holds numerous other investments in globally branded entertainment and
electronic retailing networks. Last month, TCI Music acquired DMX Inc., which
programs, markets and distributes its premium digital audio service, Digital
Music Express.
The merger, expected to close in the fourth quarter of this year, is subject to
regulatory approvals, the satisfaction of certain conditions in the Merger
Agreement, the requisite approval of The Box Worldwide shareholders and the
fiduciary obligations of its Board of Directors. Shareholders representing
approximately 55% of The Box Worldwide's current outstanding voting stock have
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already agreed to vote their shares in favor of the merger. A 75% vote of the
shareholders is required to approve the merger.
In anticipation of the close of the merger, this fall, TCI Music and The Box
Worldwide will launch four multiplexed music video channels with tightly
defined formats. These channels will be uplinked at the National Digital
Television Center in Denver, Colorado and distributed through the Headend In
The Sky ("HITS"). Prior to the closing of the merger, The Box Worldwide will
also facilitate the creation of the Music Multiplex by lending its expertise in
music programming, production and network operations.
TCI Music, Inc. Common Stock is traded on the Nasdaq SmallCap Market under the
symbol TUNE. It is anticipated that TCI Music Preferred will also trade on the
Nasdaq SmallCap Market. Efforts will be made to list the TCI Music Common that
The Box Worldwide shareholders may initially receive upon conversion, so that
those shares which will not have the put feature, may trade separately from the
currently outstanding TCI Music Common. The put feature will expire no later
than August 11, 1998 after which time all shares of TCI Music Common will trade
as a single class.
Devoid of veejays, long form programming and commercial clutter, THE BOX has
engendered viewer loyalty by presenting the most diverse selection of new music
on television. Viewers call in and request a video from a menu of up to 300
selections, with the cost billed directly to the consumer's telephone. THE BOX
is currently available in the United States, Europe, Latin America and New
Zealand through locally installed Boxes and on U.S. satellite via Galaxy 7, T-
13. The Box Worldwide is traded under the symbol BOXW on the Nasdaq SmallCap
Market.
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Contacts:
Xxxxxx Xxxx - TCI Music
(000) 000-0000
Xxxxxxx Xxxx - Xxxxxxx Xxxxxxxxx
(000) 000-0000
