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[ASCENT LOGO]
February 29, 2000
Dear Fellow Stockholders:
We are pleased to inform you that on February 22, 2000, Ascent
Entertainment Group, Inc., a Delaware corporation ("Ascent"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Liberty Media
Corporation, a Delaware corporation ("Parent"), and Liberty AEG Acquisition,
Inc., a Delaware corporation ("Merger Sub") and an indirect wholly owned
subsidiary of Parent, pursuant to which Merger Sub has today commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of common stock,
par value $.01 per share ("Shares"), of Ascent for $15.25 per Share in cash.
Under the Merger Agreement and subject to the terms thereof, following the
Offer, Merger Sub will be merged with and into Ascent (the "Merger") and all
Shares not purchased in the Offer (other than Shares held by Parent, Merger Sub
or Ascent, or Shares held by dissenting stockholders) will be converted into the
right to receive $15.25 per Share in cash.
YOUR BOARD OF DIRECTORS HAS (I) DETERMINED THAT THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF ASCENT'S STOCKHOLDERS AND (II) APPROVED
THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER. THE ASCENT BOARD OF DIRECTORS RECOMMENDS THAT ASCENT'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Ascent Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9
which has been filed today with the Securities and Exchange Commission,
including, among other things, the opinion, dated February 22, 2000, of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Xxxxxx's financial advisor, to the effect that, as
of such date, the consideration to be received by holders of Shares pursuant to
the Merger Agreement was fair to such stockholders from a financial point of
view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated February 29, 2000, of Merger Sub,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully.
Sincerely,
/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Chairman of the Board of Directors
Ascent Entertainment Group, Inc.
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
000.000.0000, fax 000.000.0000
