On Command Announces Closing Date for Acquisition by Liberty Media

On Command Announces Closing Date for Acquisition by Liberty Media 


DENVER, Dec. 3  /PRNewswire-FirstCall/ -- On Command Corporation  (BULLETIN
BOARD: ONCO) , a leading provider of in-room interactive entertainment for the
hotel industry and its guests, announced today that the closing of its
previously announced transaction with Liberty Media Corporation, pursuant to
which Liberty Media will acquire all the shares of On Command common stock that
are not already beneficially owned by Liberty Media and its subsidiaries, is
currently expected to occur on December 5, 2003 following On Command's Special
Meeting of Stockholders.  The closing is contingent upon approval of the
transaction by On Command's stockholders and other customary closing conditions,
and the closing date is subject to change.

If the transaction is in fact completed on December 5, 2003, On Command
shareholders who have not validly exercised their appraisal rights will have the
right to receive .175 of a share of Liberty Media Series A common stock in
exchange for each share of On Command common stock held on December 5, 2003.
Such ratio is based on the average closing price of Liberty Media Series A
common stock for the five trading days ending on the third trading day prior to
the closing date.  Accordingly, if the closing occurs after December 5, 2003,
the final ratio may change in accordance with the terms of the previously
disclosed merger agreement between On Command and Liberty Media.

About On Command

On Command Corporation ( http://www.oncommand.com/ ) is a leading provider of
in-room entertainment technology to the lodging and cruise ship industries. On
Command is a majority-owned subsidiary of Liberty Satellite & Technology, Inc.,
a wholly-owned subsidiary of Liberty Media Corporation.  On Command
entertainment services include:  on-demand movies; television Internet services
using high-speed broadband connectivity; television email; short form television
features covering drama, comedy, news and sports; PlayStation video games; and
music-on-demand services through Instant Media Network, a majority-owned
subsidiary of On Command Corporation and the leading provider of digital
on-demand music services to the hotel industry.  All On Command products are
connected to guest rooms and managed by leading edge video-on-demand
navigational controls and a state-of-the art guest user interface system.  The
guest menu system can be customized by hotel properties to create a robust
platform that services the needs of On Command hotel partners and the traveling
public.  On Command and its distribution network services more than 1,000,000
guest rooms, which touch more than 300 million guests annually.

On Command's direct served hotel properties are located in the United States,
Canada, Mexico and Spain.  On Command distributors serve cruise ships operating
under the Royal Caribbean, Costa and Carnival flags.  On Command hotel
properties include more than 100 of the most prestigious hotel chains and
operators in the lodging industry:  Accor, Adam's Mark Hotels & Resorts,
Fairmont, Four Seasons, Hilton Hotels Corporation, Hyatt, Loews, Marriott
(Courtyard, Renaissance, Fairfield Inn and Residence Inn), Radisson, Ramada, Six
Continents Hotels (Inter-Continental, Crowne Plaza and Holiday Inn), Starwood
Hotels & Resorts (Westin, Sheraton, W Hotels and Four Points), and Wyndham
Hotels & Resorts.

Certain of the above statements, other than statements relating to the
historical performance of On Command, constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other important factors that could cause the actual results, performance, or
achievements of On Command, or industry results, to differ materially from
future results, performance, or achievements expressed or implied by such
forward-looking statements.  Such risks, uncertainties and other factors
include, among others: general economic and business conditions and industry
trends; the regulatory and competitive environment of the industry in which On
Command operates; uncertainties inherent in new business strategies; new product
launches and development plans, including the future profitability of such added
services and the large capital expenditures involved; rapid technological
changes; the acquisition, development and/or financing of telecommunications
networks and services; the development and provision of new services, including
the customer acceptance and use rates; future financial performance, including
availability, terms and deployment of capital; the ability of vendors to deliver
required equipment, software and services; availability of qualified personnel;
changes in the nature of key strategic relationships with hotel chains and their
franchises, including the renewal of existing agreements on favorable terms; and
competitor responses to On Command's products and services, and the overall
market acceptance of such products and services. These factors are also
discussed in On Command's filings with the Securities and Exchange Commission,
including its recent filings on Form 10-K and Form 10-Q. These forward-looking
statements (and such risks, uncertainties and other factors) speak only as of
the date hereof, and On Command expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein, to reflect any change in On Command's expectations
with regard thereto, or any other changes in events, conditions, or
circumstances on which any such statement is based. 

DATASOURCE: On Command Corporation



CONTACT:  Tad Walden, Corporate Communications, [phone],

 , or Bernard G. Dvorak, SVP and CFO, [phone],

 , both of On Command Corporation



Web site:  http://www.oncommand.com/ 

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