Liberty Media / Provide Commerce

Liberty Media Corporation and Provide Commerce, Inc. today announced they have entered into a definitive agreement for Liberty Media to acquire Provide Commerce, Inc., an e-commerce marketplace of websites for perishable goods marketed under the brands: ProFlowers(R), Cherry Moon Farms(SM), Uptown Prime(R), and Secret Spoon(SM). Under the terms of the agreement approved by both boards of directors, Liberty will pay $477 million in cash, or $33.75 per Provide share.

The proposed transaction is expected to close in the second calendar quarter of 2006. Completion of the transaction is subject to regulatory approval, Provide Commerce stockholder approval and other customary closing conditions. Vesting of outstanding options and restricted stock grants will be accelerated and holders of options and warrants will receive cash payments equal to the difference between the cash price per share and the respective exercise prices. JP Morgan Securities Inc. served as financial advisor to the board of directors of Provide Commerce. Following the acquisition, Provide Commerce will remain a separate subsidiary within Liberty.

In connection with the proposed transaction, Jovian Holdings LLC has agreed to vote the shares it owns or controls in favor of the proposed transaction or against any alternative proposal, in addition to other customary agreements. Jovian Holdings owns or controls approximately 29% of the outstanding common stock of Provide Commerce.

As of September 30, 2005 Provide Commerce had a cash balance of $60 million.

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