permanently restraining, enjoining or otherwise prohibiting the Merger and such order or other action is, or has become, final and non-appealable, (iv)the approval of HSN’s stockholders is not obtained at a meeting of HSN’s stockholders called for the purpose of adopting the Merger Agreement or (v)the other party breaches any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, HSN may, under certain circumstances, terminate the Merger Agreement in order for HSN to enter concurrently into a definitive written agreement with respect to an unsolicited superior acquisition proposal, subject to HSN having first complied with certain match rights and other obligations. Additionally, Liberty may, under certain circumstances, terminate the Merger Agreement if (i)the board of directors of HSN changes or adversely modifies its recommendation that HSN’s stockholders vote in favor of adopting the Merger Agreement or (ii)HSN materially breaches its non-solicitation obligations and such breach results in an alternative transaction proposal.

If the Merger Agreement is terminated (i)by HSN in order for HSN to enter into a definitive written agreement with respect to an unsolicited superior acquisition proposal, (ii)by Liberty because (a)the board of directors of HSN changes or adversely modifies its recommendation that HSN’s stockholders vote in favor of adopting the Merger Agreement or (b)HSN materially breaches its non-solicitation obligations and such breach results in an alternative transaction proposal, or (iii)by (x)either party because the Merger was not consummated on or before the Outside Date (as it may be extended) or approval of HSN’s stockholders was not obtained or (y)by Liberty if HSN commits a breach of any covenant that results in the failure of the related closing condition to be satisfied (subject to a cure period in certain circumstances), but only if, in the case of this clause (iii), an alternative acquisition proposal was previously made and, within 15 months after termination of the Merger Agreement, HSN enters into an agreement for an alternative transaction that is subsequently consummated, then, in each case, HSN will be obligated to pay to Liberty a one-time fee equal to $40 million in cash.

If the Merger Agreement is terminated by either HSN or Liberty (i)if the Merger has not been consummated on or before the Outside Date (as it may be extended) as a result of the required regulatory approvals having not been obtained or (ii)if any court or other governmental authority has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger under any competition law or the Communications Act of 1934 and such order or other action is, or has become, final and non-appealable, then Liberty will be obligated to pay to HSN a one-time fee equal to $75 million in cash.

to the Merger Agreement, Liberty agreed to vote all of its shares of HSN Common Stock (representing, based on Liberty’s representations to HSN set forth in the Merger Agreement, approximately 38.2% of the shares of HSN Common Stock issued and outstanding on June29, 2017) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, so long as the board of directors of HSN has not changed or adversely modified its recommendation in favor of the Merger Agreement. The Merger Agreement also prohibits Liberty from transferring any of its shares of HSN Common Stock, subject to certain exceptions.

In connection with the transactions contemplated by the Merger Agreement, on July5, 2017, HSN entered into an Amendment No.1 (the “Company Rights Plan Amendment”) to the Rights Agreement (the “Company Rights Plan”) dated as of December23, 2008 by and between HSN and Computershare Trust Company, N.A., as successor-in-interest to The Bank of New York Mellon, a New York banking corporation. The Company Rights Plan Amendment provides, among other things, that (i)neither the approval, execution, delivery or performance of the Merger Agreement or the other contracts or instruments related thereto, nor the announcement or the consummation of the Merger, will (a)cause the Rights (as defined in the Company Rights Plan) to become exercisable, (b)cause Liberty, Merger Sub or any of their Affiliates (as defined in the Company Rights Plan) or Associates (as defined in the Company Rights Plan) to become an Acquiring Person (as defined in the Company Rights Pan) or (c)give rise to a Stock Acquisition Date (as defined in the Company Rights Plan), Distribution Date (as defined in the Company Rights Plan) or Triggering Event (as defined in the Company Rights Plan) and (ii)the Company Rights will expire in their entirety, and the Company Rights Plan will terminate, immediately prior to the

Effective Time (but only if the Effective Time occurs) without any consideration payable therefor or in respect thereof.

FORWARD LOOKING STATEMENTS

This announcement includes certain forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements about the proposed acquisition (the “proposed acquisition”) of HSN by Liberty and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the risk that any announcements relating to the proposed acquisition could have adverse effects on the market price of the common stock of HSN or Liberty, the risk that the proposed acquisition and its announcement could have an adverse effect on the ability of HSN and Liberty to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk of the amount of any future dividend HSN may pay, and other factors. These forward-looking statements speak only as of the date of this communication, and Liberty and HSN expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty’s or HSN’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty and HSN, including the most recent Forms 10-K and 10-Q for additional information about Liberty and HSN and about the risks and uncertainties related to the business of each of Liberty and HSN which may affect the statements made in this communication.

No Offer or Solicitation

This communication relates to a proposed business combination between HSN and Liberty. This announcement is for informational purposes only and nothing contained in this communication shall constitute an offer to buy or a solicitation of an offer to sell any securities or the solicitation of any vote in any jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.

Additional Information

Liberty stockholders, HSN stockholders and other investors are urged to read the registration statement and the proxy statement/prospectus to be filed regarding the proposed acquisition and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed acquisition. Any definitive proxy statement(s)(if and when available) will be mailed to stockholders of HSN. Copies of these SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5420. Copies of documents filed with the SEC by HSN will be made available free of charge on HSN’s website at http://www.hsni.com or by contacting HSN’s Investor Relations Department at HSN,Inc., 1 HSN Drive, St. Petersburg, Florida 33729, Attention Investor Relations, Telephone: (727) 872-1000, email: [email protected].

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Liberty Interactive Corp Exhibit
EX-2.1 2 a17-10855_11ex2d1.htm EX-2.1 Exhibit 2.1     AGREEMENT AND PLAN OF MERGER   by and among   Liberty Interactive Corporation,…
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