PHILADELPHIA--(BUSINESS WIRE)--
Comcast Corporation today announced that its Board of Directors has
approved a proposal to amend and restate the Company's Amended and
Restated Articles of Incorporation in order to reclassify each share of
Comcast Class A Special Common Stock (Nasdaq:CMCSK) into one share of
Comcast Class A Common Stock (Nasdaq:CMCSA) (the "Reclassification"),
subject to shareholder approval.
Comcast's Board of Directors determined that the Reclassification is
fair to and in the best interests of Comcast and its shareholders. It
believes that the Reclassification will benefit Comcast's shareholders
by, among other things, eliminating investor confusion caused by having
two classes of publicly traded stock and improving the trading liquidity
of Comcast's publicly traded stock.
In connection with the Reclassification, Comcast has filed a preliminary
proxy statement with the Securities and Exchange Commission ("SEC").
After Comcast files a definitive proxy statement with the SEC, it will
hold a special meeting of its shareholders to vote on the
Reclassification as soon as practicable. In order to become effective,
the Reclassification must be approved by the affirmative vote of a
majority of the votes cast by holders of Comcast's Class A Common Stock
and Class A Special Common Stock, in each case voting separately as a
class, and its Class A Common Stock and Class B Common Stock, voting
together as a single class. Shareholders of record as of the close of
business on October 20, 2015 are entitled to vote at the special meeting.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC
have provided opinions to Comcast's Board of Directors to the effect
that, subject to the assumptions and qualifications set forth in the
respective opinion, the one-for-one reclassification ratio is fair, from
a financial point of view, to the holders of the Class A Common Stock
and the Class A Special Common Stock, respectively. The opinions are
included in the preliminary proxy statement filed with the SEC.
ABOUT COMCAST CORPORATION
Comcast Corporation (Nasdaq: CMCSA, CMCSK) is a global media and
technology company with two primary businesses, Comcast Cable and
NBCUniversal. Comcast Cable is one of the nation's largest video,
high-speed Internet and phone providers to residential customers under
the XFINITY brand and also provides these services to businesses.
NBCUniversal operates news, entertainment and sports cable networks, the
NBC and Telemundo broadcast networks, television production operations,
television station groups, Universal Pictures and Universal Parks and
Resorts. Visit www.comcastcorporation.com
for more information.
Additional Information and Where to Find It:
In connection with the proposal to reclassify each issued share of
Comcast's Class A Special Common Stock into one share of Comcast's Class
A Common Stock (the "Reclassification"), Comcast has filed a preliminary
proxy statement with the Securities and Exchange Commission (the "SEC")
and will be filing a definitive proxy statement with the SEC. INVESTORS
AND SHAREHOLDERS ARE ADVISED TO READ SUCH PRELIMINARY PROXY STATEMENT AT
THIS TIME AND TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT DOES OR WILL CONTAIN IMPORTANT INFORMATION. Copies
of documents filed by Comcast with the SEC are available free of charge
on Comcast's website at http://cmcsa.com
or by contacting Comcast's Investor Relations Department at
866-281-2100. You may also obtain free copies of the preliminary proxy
statement now and the definitive proxy statement when it becomes
available and other documents filed by Comcast with the SEC by accessing
the SEC's website at http://www.sec.gov.
Comcast, its directors, certain executive officers, and certain other
employees may be deemed under the rules of the SEC to be participants in
the solicitation of proxies from the shareholders of Comcast in favor of
the Reclassification. Information about the directors and executive
officers of Comcast is set forth in its Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the SEC on
February 27, 2015, its proxy statement for its 2015 annual meeting of
stockholders, which was filed with the SEC on April 10, 2015 and its
Current Reports on Form 8-K filed with the SEC on March 31, 2015, May
11, 2015, May 22, 2015, July 1, 2015 and July 7, 2015. Shareholders of
Comcast may obtain additional information regarding the interests of the
participants in the solicitation by reading the preliminary proxy
statement relating to the Reclassification now and the definitive proxy
statement relating to the Reclassification when it becomes available.
This communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation
Reform Act of 1995. These statements are often, but not always, made
through the use of words or phrases such as "may", "believe,"
"anticipate," "could", "should," "intend," "plan," "will," "expect(s),"
"estimate(s)," "project(s)," "forecast(s)", "positioned," "strategy,"
"outlook" and similar expressions. All such forward-looking statements
involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from the results expressed in the statements. Among
the key factors that could cause actual results to differ materially
from those in the forward-looking statements include the timing to
consummate the Reclassification, the risk that shareholder approval may
not be obtained and the risk that expected cost savings and
administrative efficiencies are not realized or are not realized as soon
as may be expected. Additional information concerning these and other
factors can be found in Comcast's filings with the SEC, including
Comcast's most recent Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. Comcast assumes no obligation
to update any forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only
as of the date hereof.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151026005650/en/
Comcast Corporation
Investors:
Jason Armstrong,
215-286-7972
Jane Kearns, 215-286-4794
or
Press:
D'Arcy
Rudnay, 215-286-8582
John Demming, 215-286-8011
Source: Comcast Corporation
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