Unitymedia (together with its subsidiaries, the “Unitymedia
Group”), today announces that its parent company, Liberty
Global plc (“Liberty Global”), and Vodafone have entered
into a definitive agreement (the “Acquisition Agreement”)
for the acquisition by Vodafone of the entire issued and to be
issued ordinary share capital of Unitymedia, together with certain
other businesses owned by Liberty Global (the “Proposed
Acquisition”).
Unitymedia has outstanding the following debt securities listed
on the Luxembourg Stock Exchange:
- $900,000,000 original aggregate
principal amount of 6.125% Senior Notes due 2025 (Rule 144A CUSIP:
91337DAB0; ISIN: US91337DAB01; Regulation S CUSIP: D85456AB3; ISIN:
USD85456AB30) (the “2025 Senior Notes”); and
- €700,000,000 original aggregate
principal amount of 3.75% Senior Notes due 2027 (Rule 144A common
code: 119943914; ISIN: XS1199439149; Regulation S common code:
119943817; ISIN: XS1199438174) (the “2027 Senior Notes”,
together with the 2025 Senior Notes, the “Senior
Notes”).
Unitymedia Hessen and Unitymedia NRW have outstanding the
following debt securities listed on the Luxembourg Stock
Exchange:
- €350,000,000 original aggregate
principal amount of 5.625% Senior Secured Notes due 2023 (Rule 144A
common code: 091873940; ISIN: XS0918739409; Regulation S common
code: 091873931; ISIN: XS0918739318) (the “2023 Senior Secured
Notes”);
- €1,000,000,000 original aggregate
principal amount of 4.000% Senior Secured Notes due 2025 (Rule 144A
common code: 115043765; ISIN: XS1150437652; Regulation S common
code: 115043757; ISIN: XS1150437579) (the “2025 Euro Senior
Secured Notes”);
- $550,000,000,000 original aggregate
principal amount of 5.000% Senior Secured Notes due 2025 (Rule 144A
CUSIP: 913364AD7; ISIN: US913364AD74; Regulation S CUSIP:
D85455AD1; ISIN: USD85455AD13) (the “2025 Dollar Senior Secured
Notes”, together with the 2025 Euro Senior Secured Notes, the
“2025 Senior Secured Notes”);
- €420,000,000 original aggregate
principal amount of 4.625% Senior Secured Notes due 2026 (Rule 144A
common code: 133424857; ISIN: XS1334248579; Regulation S common
code: 133424822; ISIN: XS1334248223) (the “2026 Senior Secured
Notes”);
- €500,000,000 original aggregate
principal amount of 3.500% Senior Secured Notes due 2027 (Rule 144A
common code: 119720605; ISIN: XS1197206052; Regulation S common
code: 119720559; ISIN: XS1197205591) (the “2027 Senior Secured
Notes”); and
- €475,000,000 original aggregate
principal amount of 6.250% Senior Secured Notes due 2029 (Rule 144A
common code: 098271309; ISIN: XS0982713090; Regulation S common
code: 098271333; ISIN: XS098271330) (the “2029 Senior
Secured Notes”, together with the 2023 Senior Secured Notes,
the 2025 Senior Secured Notes, the 2026 Senior Secured Notes and
the 2027 Senior Secured Notes, the “Senior Secured Notes”
and, together with the Senior Notes, the “Notes”).
The Proposed Acquisition will be notifiable to the European
Commission for regulatory approval, which is expected to occur in
the mid 2019. There is no guarantee that the Proposed Acquisition
will be consummated.
Further details regarding the Proposed Acquisition are set forth
in Liberty Global’s announcement, dated today, which is available
on Liberty Global’s web site (www.libertyglobal.com).
Unitymedia, Unitymedia Hessen and Unitymedia NRW expect that the
Proposed Acquisition, if consummated as contemplated under the
terms of the Acquisition Agreement, will result in a Change of
Control (as defined in the respective indentures governing the
Senior Notes and the Senior Secured Notes, as applicable) in
relation to the Senior Notes and Senior Secured Notes, as
applicable. No action is being taken at this time in respect of any
of the Notes.
This communication is for information purposes only and does
not constitute or form part of, and should not be construed as, an
offer to sell or the solicitation of an offer to buy, or of
consents under, any securities (including the Notes) in any
jurisdiction, including the United States or an inducement to enter
into investment activity.
Disclosure of inside information by Unitymedia, Unitymedia
Hessen and Unitymedia NRW under Article 17(1) of Regulation (EU)
596/2014.
Unitymedia, Unitymedia Hessen and Unitymedia NRW:The
DirectorsAachener Straße 746-750,50933 Cologne,
GermanyFacsimile No.: +49 221 37792871
Issued by: Unitymedia, Unitymedia Hessen and Unitymedia
NRW
About Unitymedia Group
The Unitymedia Group is the leading cable operator in Germany
and the federal states of North Rhine-Westphalia, Hesse and
Baden-Württemberg, providing cable television, internet, fixed-line
telephony and mobile services to 7.2 million customers at December
31, 2017.
This announcement is not directed at, or intended for
distribution to or use by any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution or use would be contrary to
law or regulation or which would require any registration or
licensing.
The securities of Unitymedia, Unitymedia Hessen and Unitymedia
NRW have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”),
or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold,
resold or otherwise transferred, directly or indirectly, in or into
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and incompliance with any applicable securities law
of any state or other jurisdiction of the United States.
This announcement contains or, incorporates by reference,
“forward-looking statements.” These forward-looking statements may
be identified by the use of forward-looking terminology, including
the terms “believes,” “estimates,” “anticipates,” “projects,”
“expects,” “intends,” “aims,” “plans,” “predicts,” “may,” “will,”
“seeks,” “could,” “would,” “shall” or “should” or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts and include statements regarding the
intentions, beliefs or current expectations of the Unitymedia Group
concerning, among other things, the Proposed Acquisition and
Unitymedia Group’s results of operations, financial condition,
prospects, growth, strategies and the industries in which the
Unitymedia Group operates.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future or are beyond
the Unitymedia Group’s control. Forward-looking statements are not
guarantees of future performance and are based on one or more
assumptions relating to the Unitymedia Group’s actual results of
operations and financial condition and the development of the
industries in which the Unitymedia Group operates may differ
materially from those suggested by the forward-looking statements
contained in, or incorporated by reference into, in this
announcement. In addition, even if the Unitymedia Group’s actual
results of operations, financial condition and the development of
the industries in which the Unitymedia Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods.
The forward-looking statements contained in, or incorporated by
reference into, this announcement speak only as of the date of this
announcement. The Unitymedia Group expressly disclaims any
obligations or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20180508006910/en/
Liberty Global plcInvestor RelationsJohn Rea, +1 303 220
4238
Liberty Global (NASDAQ:LBTYA)
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