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Celebrate Express, Inc. Announces Date of Shareholder Meeting for Merger Vote

2008-08-07 12:00:00

Celebrate Express, Inc. Announces Date of Shareholder Meeting for Merger Vote

    KIRKLAND, Wash., Aug. 7 /EMWNews/ -- Celebrate Express,

Inc. (Nasdaq: BDAY) today announced that a special meeting of its

shareholders to consider a proposal to adopt the merger agreement

(originally announced on June 26, 2008) between it and Liberty Media

Corporation has been scheduled for Thursday, August 28, 2008, at 11:00 am,

Pacific Time. Celebrate Express shareholders of record as of the close of

business on July 9, 2008 will be entitled to vote at the special meeting.

Shareholder approval would satisfy a necessary condition toward the

acquisition of Celebrate Express by Liberty Media Corporation and the

payment of $3.90 per share in cash without interest and less any

withholding taxes for each outstanding share of Celebrate Express common

stock, which represents a premium of 70% over the closing price of

Celebrate Express common stock on June 26, 2008, the last full trading day

before the merger was announced.



    The Celebrate Express board of directors unanimously recommends that

shareholders vote "FOR" the proposal to approve the merger and the merger

agreement and "FOR" the proposal to adjourn the meeting to a later date to

allow time to solicit additional proxies in favor of the adoption of the

merger agreement in the event that there are not sufficient votes

represented at the special meeting to adopt the merger agreement.



    Shareholders are encouraged to read the company's definitive proxy

materials in their entirety as they provide, among other things, a detailed

discussion of the process that led to the proposed merger and the reasons

behind the board of directors' recommendation that shareholders vote "FOR"

the adoption of the merger agreement.



    Owners of approximately 40% of the outstanding common stock, affiliated

with three members of the company's board of directors, have entered into a

voting agreement with Liberty Media Corporation, pursuant to which these

shareholders have agreed to vote "FOR" the merger.



    The vote of Celebrate Express shareholders is very important regardless

of the number of shares of common stock they own. Whether or not

shareholders are able to attend the special meeting in person, they should

complete, sign and date the proxy card and return it in the pre-paid,

addressed envelope promptly. Voting by proxy now will not affect a

shareholder's right to vote their shares in person if they choose to attend

the special meeting.



    Forward-looking Statements



    This press release contains forward-looking statements, including,

without limitation, all statements related to plans, future events and

financial performance. Forward-looking statements are identifiable by words

such as "believe," "anticipate," "expect," "intend," "plan," "will," "may,"

"suggest," and other similar expressions. In addition, any statements that

refer to expectations, projections or other characterizations of future

events or circumstances are forward-looking statements. Forward-looking

statements involve risks and uncertainties, which could cause actual

results to vary materially from those expressed in or indicated by the

forward-looking statements. Our actual results and timing of events could

differ materially, including demand for our products, our ability to manage

our costs, our ability to manage our distribution and fulfillment

operations, competition from other retailers, the strength of our brands,

our ability to recruit and maintain senior management and other key

personnel, and other risks detailed in our filings with the Securities and

Exchange Commission, including our most recent Quarterly Report filed on

Form 10-Q and our Annual Report on Form 10-K. You are cautioned not to

place undue reliance on these forward-looking statements, which reflect

only an analysis and speak only as of the date of this press release.

Celebrate Express undertakes no obligation to revise or update any

forward-looking statements to reflect events or circumstances after the

date hereof.



    Additional Information



    In connection with the proposed acquisition of Celebrate Express by

Liberty Media Corporation and the special meeting of shareholders,

Celebrate Express filed a definitive proxy statement with the SEC on August

7, 2008. Prior to the special meeting, Celebrate Express will furnish the

definitive proxy statement to its shareholders, together with a proxy card.

Celebrate Express shareholders are strongly advised to carefully read

Celebrate Express's definitive proxy statement. Shareholders will be able

to obtain the definitive proxy statement on file with the SEC and any other

documents filed by Celebrate Express with the SEC for free at the internet

website maintained by the SEC at http://www.sec.gov. Shareholders will be

able to obtain free copies of the definitive proxy statement and any

amendments and supplements to the definitive proxy statement at Celebrate

Express's website at http://www.CelebrateExpress.com or by writing to

Celebrate Express, Inc., 11232 120th Ave NE, Suite 204, Kirkland WA 98033,

Attention: Corporate Secretary. Celebrate Express and its directors,

officers and employees may be deemed to be participants in the solicitation

of proxies in respect of the proposed transaction. Additional information

regarding the solicitation of proxies is available in the definitive proxy

statement filed with the SEC on August 7, 2008.



    About Celebrate Express, Inc.



    Celebrate Express is a leading online and catalog retailer of

celebration products serving families with young children. The company

currently has two primary brands: Birthday Express markets children's party

products, and Costume Express markets costumes and accessories. The company

utilizes its branded website http://Celebrateexpress.com, complemented by

its branded catalogs, to offer products as complete coordinated solutions.

The company's goal is to help families celebrate the special moments in

their lives. For more information, please visit

http://www.celebrateexpress.com.



    CONTACT: Celebrate Express, Inc. 425-636-1960

[email protected]





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Blake Masterson

Freelance Writer, Journalist and Father of 5

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