Liberate Technologies sold to Comcast & Cox Cable

SAN MATEO, Calif., Jan. 10 /PRNewswire-FirstCall/ -- Liberate Technologies (Pink Sheets: LBRT - News), a leading provider of software for digital cable systems, today announced it had reached agreement to sell substantially all of the assets of its North American business to Double C Technologies, LLC, a joint venture majority owned and controlled by Comcast Corporation (Nasdaq: CMCSA - News, CMCSK - News) with a minority investment by Cox Communications, Inc. Under the terms of the agreement, the joint venture will receive substantially all of the assets, including patents and other intellectual property, and will assume certain limited liabilities related to Liberate's North American business. Liberate will receive cash consideration of approximately $82 million. The parties will cross-license technology and intellectual property to one another following the closing for purposes of the continued conduct of their respective businesses. Liberate is developing a software platform which is intended to provide cable operators with a flexible platform to add new digital cable products and applications. This platform will become increasingly important as digital cable products continue to evolve and interactive features become more widespread. "Comcast believes strongly in the future of interactive television and the need for customers to have TV on their terms. This acquisition, along with our earlier investment in Guideworks and our innovative video on demand platform, will enable Comcast to move faster toward creating a more interactive television experience," said Steve Silva, Comcast Executive Vice President, New Business Development. "Purchasing Liberate's North American assets will give us greater control over the software platform that will help drive new features that distinguish us from other providers as well as position us to be able to deliver new services that will be enabled by OCAP compliant software in the future." "The purchase by industry leaders Comcast and Cox of our North American business demonstrates the strategic importance of the technology we have designed and built," stated David Lockwood, Chairman and CEO of Liberate Technologies. "Over the past two years, our management team has successfully restructured our operations and resolved a number of liabilities. This transaction is a strong validation of our work to deliver value to shareholders." As part of the transaction, the joint venture will make employment offers to approximately 130 employees, primarily located in London, Ontario, Canada. Liberate will retain its European business and will continue to service its European customers. In addition, concurrently with the effectiveness of the acquisition agreement, David Lockwood, the Chairman and CEO of Liberate Technologies, is entering into a voting agreement with the joint venture, under which he is agreeing to vote all shares of Liberate stock beneficially owned by him, comprising approximately 12% of the total outstanding shares of Liberate, in favor of the transaction. The agreement will not become effective until the dismissal of Liberate's bankruptcy appeal, which Liberate has agreed to actively pursue. To that end, today Liberate is filing a motion in the U.S. District Court for Northern California to dismiss the appeal of its bankruptcy case dismissal. The agreement is also subject to Liberate shareholder approval, Hart-Scott-Rodino antitrust approval, and other customary closing conditions. Liberate has scheduled a conference call at 2 p.m. Pacific time January 10 to discuss its second quarter fiscal 2005 financial results. The call-in number is 888-882-0142. A replay of the call will be available until January 17 on either 402-977-9140 or 800-633-8284, reservation code 21226844. The conference call can also be accessed via live webcast at Liberate's website (www.liberate.com) and will remain available for replay. About Liberate Technologies Liberate Technologies is a leading provider of software for digital cable systems. Based on industry standards, Liberate's software enables cable operators to run multiple services -- including high-definition television, video on demand, and personal video recorders -- on multiple platforms. Headquartered in San Mateo, California, Liberate has offices in Ontario, Canada, and the United Kingdom. NOTE: Liberate and the Liberate design are registered trademarks of Liberate Technologies. Other product names used in association with these registered trademarks are trademarks of Liberate Technologies. About Comcast Corporation Comcast Corporation (http://www.comcast.com) is the nation's leading provider of cable, entertainment and communications products and services. With 21.5 million cable customers and more than 6.5 million high-speed Internet customers, Comcast is principally involved in the development, management and operation of broadband cable networks and in the delivery of programming content. The Company's content businesses include: Comcast SportsNet, E! Entertainment Television, Style Network, The Golf Channel, Outdoor Life Network, G4techTV and International Channel Networks as well as a minority investment in TV One. The Company also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia. About Cox Communications, Inc. Cox is a multi-service broadband communications company with approximately 6.6 million total customers, including approximately 6.3 million basic cable subscribers. The nation's third-largest cable television provider measured by basic subscribers, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. For More Information: Contact: Greg Wood, Chief Financial Officer, +1-650-645-4003, or gwood@liberate.com, or Patrick Nguyen, EVP Corporate Development, +1-650-645-4004, or pnguyen@liberate.com, both of Liberate Technologies; or Tim Fitzpatrick, Corporate Communications of Comcast Corporation, +1-215-981-8515, or Tim_Fitzpatrick@comcast.com; or David Grabert, Director of Media Relations of Cox Communications, +1-404-269-7054, or David.Grabert@cox.com.