TORONTO– October 5, 2007– FUN Technologies Inc. (“FUN”) (TSX:FUN) (AIM:FUN) today announced that it has reached a non-binding agreement in principle with Liberty Media Corporation (“Liberty”) under which Liberty will indirectly acquire all of the outstanding common shares of FUN not already owned by Liberty at a price per share of GBP 1.75 (approximately C$3.56 based on current exchange rates) payable in cash. The terms of the agreement in principle were negotiated between Liberty and a Special Committee of FUN’s Board of Directors established to consider and respond to the previously announced initial proposal made by Liberty to acquire FUN common shares at a price per share of GBP 1.635 (approximately C$3.32 based on current exchange rates) and have been approved unanimously by FUN’s Board of Directors (with interested directors abstaining from voting). Liberty currently indirectly owns approximately 53% of the outstanding FUN common shares. The agreement in principle is subject to negotiation of definitive agreements between FUN and Liberty.
In considering such proposal, the Special Committee received an oral report from its independent financial advisor, RBC Capital Markets, that, in its opinion, as at October 5, 2007, the fair market value of a FUN common share was in the range of C$3.50 to C$4.75 per share, and that the consideration proposed to be offered by Liberty is fair, from a financial point of view, to FUN’s minority shareholders.
Liberty’s proposal contemplates that the transaction will proceed by way of a Plan of Arrangement that must be approved by court order and two-thirds of the votes cast at a special meeting of FUN shareholders. The transaction must also be approved by a majority of votes cast by FUN’s shareholders, other than Liberty and its affiliates. Completion of the transaction will be conditional upon, among other things, negotiation of definitive agreements and obtaining the requisite court and shareholder approvals. Upon completion of the transaction, FUN will become a wholly-owned subsidiary of Liberty.
Further information concerning the transaction will be contained in the meeting materials to be mailed to FUN shareholders in connection with the special meeting. There can be no assurance that the transaction will be completed on the terms described above or at all, and risks include settling on an acceptable form of arrangement agreement.
Forward Looking Statements
This press release contains forward-looking statements regarding, among other things, FUN’s beliefs, plans, objectives, strategies, estimates, intentions and expectations. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as“believe”,“potential”,“expect”,“estimate”,“would”,“could”,“intend”,“will”,“if” and“may”. These forward-looking statements are based on a number of assumptions which may prove to be incorrect, involve certain risks and uncertainties that are difficult to predict and, accordingly, are not guarantees of future performance. The future results of the Company or developments may differ materially from those expressed in the forward-looking statements contained in this press release, due to, among other factors, the risks and uncertainties inherent in the business and operations of the Company and the risk factors set out in the“Risk Factors” section of FUN’s 2006 Annual Information Form and in other documents published or filed by, or on behalf of, FUN from time to time with the Canadian securities regulatory authorities. Other than as required by law, FUN undertakes no obligation to publicly update or revise any such forward-looking statements or information, whether as a result of new information, future events or otherwise.
About FUN Technologies
FUN Technologies Inc. is one of the world's leading providers of online and interactive casual and fantasy sports games and sports information. FUN is 53% owned by Liberty Media Corporation (NASDAQ: LINTA, LCAPA), and FUN’s common shares are listed on both the Toronto Stock Exchange and the Alternative Investment Market (AIM) of the London Stock Exchange under the symbol“FUN”.
For further information:
Allison Rynak, Vice President, Corporate Communications
+ 1 617.614.3734
William T. Brock (Chair of Special Committee)