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 Holding Company
Commission File No.: 000-51205
Subject Corporation: Discovery Communications Holding, LLC
Commission File No.: none
Email communication to employees of Ascent Media Group (Creative Sound Services Group):
CREATIVE SOUND SERVICES BUSINESSES TO BECOME WHOLLY-OWNED SUBSIDIARY OF DISCOVERY COMMUNICATIONS,
LLC
Hello
everyone -
As part of the previously announced transaction between Discovery Holding Company and
Advance/Newhouse, the businesses of Ascent Media Group will be spun out into a new public company.
As currently contemplated pursuant to a non-binding letter of intent, the new public company would
house the assets of Ascent Media Group other than the companies that comprise its Creative Sound
Services group.
The Creative Sound Services group, comprising Soundelux, Todd-AO, Sound One, POP Sound, Modern
Music, DMG and The Hollywood Edge, will remain as part of the new Discovery Communications public
company. The transaction is still dependent on the execution of definitive agreements, DHC
shareholder approval and other conditions, and is not expected to close until 2Q 2008.
So, what does it mean for us? The Creative Sound Services businesses will be aligned with a truly
innovative, creative media entity one that is dedicated to the creation of pioneering content and
customer satisfaction. It is Discoverys intention to give us the opportunity to let us do what we
have always done best provide the highest level of post-production sound services to our feature
film, television, commercial and interactive media clients. I have been working with Discovery
Communications to identify how this integration will advance our business and all of us as
individuals. Through my experience and recent conversations with senior management, I believe this
will be a very positive development for our team at Creative Sound Services.
Discovery is a terrific company, as many of you know, with strong brands and a positive, supportive
culture. Additionally, as a global content company, Discovery understands the creative process and
has demonstrated a willingness to make significant investments in their businesses to ensure that
they have the technology and the tools necessary to support creative excellence. They are
producers, program developers and digital media experts, all familiar with the day-to-day
talent-driven creative process. Additionally, since 2005, Discovery has demonstrated its
willingness and ability to make major investment in its production facilities around the world to
support its 100 feeds in 170 countries. I believe Discovery has the potential to be a great
partner.
I know that all of you are committed to nurturing strong and enduring partnerships with our clients
and will be supportive in moving the business forward as part of Discovery. I will personally be
reaching out to our primary client stakeholders to ensure they understand that they can continue to
count on our absolute commitment to top-quality talent, services and expertise, just as they have
done in the past. I intend to keep you all informed of any updates as we undertake the transition
following the closing of the transaction.
I expect that many of you will have specific questions regarding our group separating from Ascent
Media and becoming part of Discovery. In the days and weeks ahead, I will be scheduling time to
visit each facility and be available to address those questions.
Please let me know what questions you might have about this new structure and I look forward to
connecting with each of you.
Bob Rosenthal
ADDITIONAL INFORMATION
NOTHING IN THIS COMMUNICATION SHALL CONSTITUTE A SOLICITATION TO BUY OR AN OFFER TO SELL ANY
SECURITIES. ANY OFFER OR SALE OF SECURITIES WILL ONLY BE MADE PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER APPLICABLE
SECURITIES LAW. WE URGE YOU TO READ THE MATERIALS TO BE FILED BY ASCENT AND DHC WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED ABOVE. A COPY OF
THE MATERIALS ASCENT AND DHC FILE WITH THE SEC WILL BE AVAILABLE FREE OF CHARGE AT THE SECS
WEBSITE (HTTP://WWW.SEC.GOV). COPIES OF THE FILINGS CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO ASCENT MEDIA GROUP, LLC, WILLIAM E. NILES, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL, 520 BROADWAY, 5TH FLOOR, SANTA MONICA, CALIFORNIA 90401, PHONE: 310.434.7022.
PARTICIPANTS IN SOLICITATION
THE DIRECTORS AND EXECUTIVE OFFICERS OF DHC AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN
THE SOLICITATION OF PROXIES IN RESPECT OF PROPOSALS TO APPROVE THE TRANSACTION PURSUANT TO WHICH
ASCENT WOULD BECOME A PUBLIC COMPANY AND RELATED TRANSACTIONS. INFORMATION REGARDING DHCS
DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION
OF THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE AVAILABLE IN
PROXY MATERIALS TO BE FILED WITH THE SEC.