BETHPAGE, N.Y., August 5, 2002 — Cablevision Systems Corporation (NYSE: CVC) announced today that its board of directors approved the exchange of Rainbow Media Group (NYSE: RMG) common stock for shares of Cablevision NY Group common stock. The company believes the exchange is in the best interests of all of the company’s shareholders.
On August 20, 2002, (the “Exchange Date”) each share of Rainbow Media Group common stock will be exchanged for 1.19093 shares of Cablevision NY Group common stock. To receive shares of Cablevision NY Group common stock on the Exchange Date, holders of Rainbow Media Group common stock must surrender certificates representing such shares, properly endorsed or assigned for transfer to Cablevision’s transfer agent, Mellon Investor Services. Mellon will provide instructions for surrender of Rainbow Media Group Class A common stock shortly after the exchange becomes effective on August 20, 2002.
Fractional shares will be paid in cash. Notice of the exchange is being sent today to all holders of record of Rainbow Media Group common stock.
From and after the Exchange Date, all rights of holders of shares of Rainbow Media Group common stock will cease except for the right, upon surrender of the certificates representing their shares of Rainbow Media Group common stock, to receive the shares of Cablevision NY Group common stock for which their shares of Rainbow Media Group common stock were exchanged, together with any fractional payment as provided above, without interest.
Cablevision believes that the exchange will be a tax-free stock exchange for U.S. federal income tax purposes except that gain or loss generally will be recognized to the extent cash is received in lieu of fractional shares. A shareholder’s tax basis and holding period in the surrendered shares generally will carry over into the shares received in the exchange. Shareholders are urged to consult their tax advisors regarding the tax consequences of the exchange to them in their particular circumstances.
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the company and its business, operations, financial condition and the industry in which it operates and the factors described in the company’s filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The company disclaims any obligation to update the forward-looking statements contained herein.