Filed by Ï㽶´«Ã½ pursuant to
Rule 425 of the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Ï㽶´«Ã½
Commission File No.: 001-35707
Subject Company: Ï㽶´«Ã½ Live Holdings, Inc.
Commission File No.: 333-288960
Excerpts of Slides from Ï㽶´«Ã½ 2025 Investor Day Presentations Regarding the Proposed Transaction
Forward-Looking Statements
This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the completion of the proposed split-off of the Ï㽶´«Ã½ Live Group (the “Split-Off”) (including the allocation of assets and liabilities and the expected benefits of the Split-Off) and other matters related to the Split-Off. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the Split-Off and the Split-Off may not be consummated. These forward-looking statements speak only as of the date of this presentation, and Ï㽶´«Ã½ Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ï㽶´«Ã½ Media’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of Ï㽶´«Ã½ Media, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Ï㽶´«Ã½ Media subsequently files with the SEC, for additional information about Ï㽶´«Ã½ Media and about the risks and uncertainties related to Ï㽶´«Ã½ Media’s businesses which may affect the statements made in this presentation.
Additional Information
Nothing in this presentation shall constitute a solicitation to buy or an offer to sell shares of common stock of Ï㽶´«Ã½ Media or Ï㽶´«Ã½ Live Holdings, Inc. (“SplitCo”). The proposed offer and issuance of shares of SplitCo common stock in the Split-Off will be made only pursuant to an effective registration statement on Form S-4, including a proxy statement and a notice of meeting and action of Ï㽶´«Ã½ Media and prospectus of SplitCo. LIBERTY MEDIA STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, TOGETHER WITH ALL RELEVANT SEC FILINGS REGARDING THE SPLIT-OFF, AND ANY OTHER RELEVANT DOCUMENTS FILED AS EXHIBITS THEREWITH, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPLIT-OFF. The proxy statement/notice/prospectus and other relevant materials for the Split-Off have been mailed to all holders of Ï㽶´«Ã½ Media’s LLYVA and LLYVB common stock. 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 Ï㽶´«Ã½, 12300 Ï㽶´«Ã½ Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518.
Participants in a Solicitation
Ï㽶´«Ã½ Media anticipates that the following individuals will be participants (the “Ï㽶´«Ã½ Media Participants”) in the solicitation of proxies from holders of Ï㽶´«Ã½ Media’s LLYVA and LLYVB common stock in connection with the proposed transaction: John C. Malone, Chairman of the Ï㽶´«Ã½ Media Board of Directors, Robert R. Bennett, Chase Carey, Brian M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, and Andrea L. Wong, all of whom are members of the Ï㽶´«Ã½ Media Board of Directors, and Derek Chang, Ï㽶´«Ã½ Media’s President and Chief Executive Officer and a member of the Ï㽶´«Ã½ Media Board of Directors, Brian J. Wendling, Ï㽶´«Ã½ Media’s Chief Accounting Officer and Principal Financial Officer and Renee L. Wilm, Ï㽶´«Ã½ Media’s Chief Legal Officer and Chief Administrative Officer. Information regarding the Ï㽶´«Ã½ Media Participants, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the caption “Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management” contained in Ï㽶´«Ã½ Media’s proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the SEC on March 28, 2025 and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001560385/000110465925029081/tm252442-2_def14a.htm. To the extent that certain Ï㽶´«Ã½ Media Participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1560385&owner=exclude. Additional information regarding the Ï㽶´«Ã½ Media Participants in the proxy solicitation and a description of their interests is contained in the proxy statement for Ï㽶´«Ã½ Media’s special meeting of stockholders and other relevant materials filed with the SEC in respect of the Split-Off. These documents can be obtained free of charge from the sources indicated above.