Filed by Discovery Holding Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Corporation: Discovery Communications, Inc.
Commission File No.: 333-151586
Subject Corporation: Discovery Holding Company
Commission File No.: 000-51205
Communication to employees of Discovery Communications, LLC:
Public Company Transaction Moving Forward: A Message from John Hendricks and David Zaslav
Following last weeks announcement, we are pleased to report that Discovery Holding Company and
Advance/Newhouse have now passed the next significant milestone in the process of consolidating
their ownership interests and transforming Discovery Communications into a fully public company by
making certain necessary filings with the U.S. Securities and Exchange Commission (SEC).
This is an exciting development for Discovery and will bring many benefits to help grow our
businesses and brands in todays competitive global marketplace. The SEC will now have the
opportunity to review and comment on these filings before they are finalized and sent to DHC
shareholders for a vote to approve the transaction.
Benefits of Becoming a Fully Public Company
As you have heard, one of the anticipated benefits of this new structure is that, from an
investment community perspective, Discovery will become a pure-play content company that will be
easier for investors and analysts to understand. This new structure will provide significantly
improved disclosure regarding Discoverys operating performance and growth strategy, including
greater transparency with regard to important financial information.
In addition, as a management team, we will have increased financial flexibility to drive innovation
and pursue areas of strategic investment. The company will also have the ability to more directly
align our employee compensation and incentive plans with the companys overall performance.
What Comes Next
It is still too early to predict a specific closing date for the transaction, but we now expect
that it will occur during the third quarter of this year. In the meantime, there are important
steps that we must all begin to take to prepare ourselves and the company for becoming a fully
public company including many new operational, legal and regulatory responsibilities. We have to
demonstrate to investors and regulators that we are committed to the highest levels of
completeness, timeliness and accuracy in our financial reporting.
Beginning Thursday at our Global Town Hall, you will be hearing about the training and
development programs that will help all of us get smart about our business and understand what will
be required as employees of a public company. Most importantly, we have to understand and comply
with all relevant laws, regulations and company policies at all times, and act with honesty,
integrity and professional conduct in everything we do. We have every confidence that the people
who make up Discovery will have no problem continuing to represent the highest levels of
professionalism and quality, just as you have for the past 23 years.
Getting a Head Start Now
Among the top priorities for the year are: i) continuing to improve our operating performance and
grow our financial results; ii) ensuring that we are prepared for this transition; and iii)
reinforcing our culture of honesty, integrity, and respect for one another and all of our clients,
partners, talent and vendors.
With this transaction, as well as the recent launch of Planet Green and the many new programs
on-air and in development, this is truly an historic time to be a part of Discovery. While DHC and
Advance/Newhouse continue to move this transaction toward the finish line, lets do everything
possible in order to be fully prepared to accept the baton when the time comes.
Thank you for the continued hard work and commitment to this great company. We appreciate it, and
look forward to working with all of you in the next chapter of the Discovery story.
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John Hendricks
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David Zaslav |
Founder & Chairman
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President & CEO |
IMPORTANT NOTICE:
Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of
Discovery Communications, Inc., the new public company referenced above. The offer and sale of
such shares in the transaction will only be made pursuant to an effective registration statement.
Discovery Communications, Inc. is filing a Registration Statement on Form S-4 containing a
preliminary proxy statement/prospectus related to the proposed transaction between DHC and
Advance/Newhouse. This preliminary proxy statement/prospectus has already been filed with the SEC
by DHC. DHC STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. Investors may obtain these documents free of charge at the
SECs website at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained,
without charge, by directing a request to Discovery Holding Company, 12300 Liberty Boulevard,
Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.