Liberty Global plc (NASDAQ: LBTYA, LBTYB and LBTYK) (“Liberty
Global,” the “Company,” “our” or “we”), one of the world’s leading
converged video, broadband and communications companies, today
announced that it commenced “modified Dutch Auction” tender offers
to invite its shareholders to tender an aggregate value of up to
$2.5 billion of its ordinary shares consisting of (i) up to $625
million of its issued and outstanding ordinary Class A shares,
nominal value $0.01 per share (each, a “Class A Share”), for
purchase by Credit Suisse Securities (USA) LLC and HSBC Securities
(USA) Inc., each acting as principal (each, a “Counterparty Bank,”
and together, the “Counterparty Banks”), at a price not greater
than $29.00 nor less than $25.25 per Class A Share, and (ii) up to
$1.875 billion of its issued and outstanding ordinary Class C
shares, nominal value $0.01 per share (each, a “Class C Share,” and
together with the Class A Shares, the “Shares”), for purchase by
the Counterparty Banks at a price not greater than $28.50 nor less
than $24.75 per Class C Share, in each case, in cash, less any
applicable withholding taxes and without interest. The tender
offers are made in accordance with the terms and subject to the
conditions described in the offer to purchase and other related
materials, as may be amended or supplemented from time to time.
To ensure compliance with English law, any Shares purchased in
the tender offers will initially be purchased by a Counterparty
Bank, acting as a principal and not as an agent, nominee or
trustee. In turn, each Counterparty Bank will sell, and Liberty
Global will purchase from the applicable Counterparty Bank, such
Shares at the price paid by such Counterparty Bank in the relevant
tender offer (along with certain other costs). The Company intends
to cancel the Shares purchased by it from the Counterparty
Banks.
The closing price of the Shares on the NASDAQ Global Select
Market on August 9, 2019, the last full trading day before the
commencement of the tender offers, was $25.98 per Class A Share and
$25.85 per Class C Share. The tender offers are scheduled to expire
at one (1) minute after 11:59 P.M., New York City time, on
September 9, 2019, unless the offers are extended or
terminated.
The tender offers are not contingent upon any minimum number of
Shares being tendered. However, the tender offers are subject to a
number of other terms and conditions, which are described in detail
in the offer to purchase filed today with the U.S. Securities and
Exchange Commission. Specific instructions and a complete
explanation of the terms and conditions of the tender offers are
contained in the offer to purchase, the applicable letter of
transmittal and other related materials, which will be mailed to
shareholders of record promptly after commencement of the tender
offer.
None of the Company, the members of its Board of Directors, the
Counterparty Banks, the dealer managers, the information agent or
the depositary makes any recommendation as to whether any
shareholder should participate or refrain from participating in the
tender offers or as to the purchase price(s) at which shareholders
may choose to tender their Shares in the tender offers.
The information agent for the tender offer is Innisfree M&A
Incorporated. The depositary for the tender offer is Computershare
Trust Company, N.A. The dealer managers for the tender offer are
Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.
For all questions relating to the tender offer, please call the
information agent, Innisfree M&A Incorporated, toll-free at
(888) 750-5834; banks and brokers may call either dealer manager,
Credit Suisse Securities (USA) LLC at (800) 318-8219 or HSBC
Securities (USA) Inc. at (888) 472-2456.
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is one of the
world’s leading converged video, broadband and communications
companies, with operations in six European countries under the
consumer brands Virgin Media, Telenet and UPC. We invest in the
infrastructure and digital platforms that empower our customers to
make the most of the digital revolution. Our substantial scale and
commitment to innovation enable us to develop market-leading
products delivered through next-generation networks that connect 11
million customers subscribing to 25 million TV, broadband internet
and telephony services. We also serve 6 million mobile subscribers
and offer WiFi service through millions of access points across our
footprint.
In addition, Liberty Global owns 50% of VodafoneZiggo, a joint
venture in the Netherlands with 4 million customers subscribing to
10 million fixed-line and 5 million mobile services, as well as
significant investments in ITV, All3Media, ITI Neovision,
LionsGate, the Formula E racing series and several regional sports
networks.
ADDITIONAL INFORMATION REGARDING
THE TENDER OFFER
This press release is for informational purposes only. This
press release is not a recommendation to buy or sell Shares or any
other securities of Liberty Global, and it is neither an offer to
purchase nor a solicitation of an offer to sell Shares or any other
securities of Liberty Global. Liberty Global will be filing today a
tender offer statement on Schedule TO, including an offer to
purchase, letters of transmittal and other related materials, with
the United States Securities and Exchange Commission (the “SEC”).
The tender offers will only be made pursuant to the offer to
purchase, the applicable letter of transmittal and other related
materials filed as part of the issuer tender offer statement on
Schedule TO, in each case as may be amended or supplemented from
time to time. Shareholders should read carefully the offer to
purchase, the applicable letter of transmittal and other related
materials because they contain important information, including the
various terms of, and conditions to, the tender offer. Shareholders
will be able to obtain a free copy of the tender offer statement on
Schedule TO, the offer to purchase, the letters of transmittal and
other related materials that Liberty Global will be filing with the
SEC at the SEC’s website at www.sec.gov. In addition, free copies
of these documents may be obtained by contacting Innisfree M&A
Incorporated, the information agent for the tender offer, toll-free
at (888) 750-5834.
FORWARD-LOOKING STATEMENTS AND
DISCLAIMER
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including the expected size or other terms of the tender
offers and the Company’s ability to complete the tender offers.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. These risks
and uncertainties include events that are outside of our control,
such as the continued use by subscribers and potential subscribers
of our and our affiliates’ services and their willingness to
upgrade to our more advanced offerings; our and our affiliates’
ability to meet challenges from competition, to manage rapid
technological change or to maintain or increase rates to
subscribers or to pass through increased costs to subscribers; the
effects of changes in laws or regulation; general economic factors;
our and our affiliates’ ability to obtain regulatory approval and
satisfy regulatory conditions associated with acquisitions and
dispositions; our and affiliates’ ability to successfully acquire
and integrate new businesses and realize anticipated efficiencies
from acquired businesses; the availability of attractive
programming for our and our affiliates’ video services and the
costs associated with such programming; our and our affiliates’
ability to achieve forecasted financial and operating targets; the
outcome of any pending or threatened litigation; the ability of our
operating companies and affiliates to access cash of their
respective subsidiaries; the impact of our operating companies' and
affiliates’ future financial performance, or market conditions
generally, on the availability, terms and deployment of capital;
fluctuations in currency exchange and interest rates; the ability
of suppliers, vendors and contractors to timely deliver quality
products, equipment, software, services and access; our and our
affiliates’ ability to adequately forecast and plan future network
requirements including the costs and benefits associated with
network expansions; and other factors detailed from time to time in
our filings with the Securities and Exchange Commission, including
our most recently filed Form 10- K and Form 10-Q. Further,
estimated cash proceeds from pending dispositions are inherently
uncertain and represent management’s expectations and beliefs and
do not take into account the ultimate use of the proceeds or any
other changes in our capital structure or tax effects, directly or
indirectly related to the pending dispositions. The accuracy of our
expectations and predictions is also subject to the following risks
and uncertainties: (1) our ability to complete the tender offers;
and (2) the price and time at which we may make any additional
share repurchases following completion of the tender offers and the
number of Shares acquired in such repurchases. These
forward-looking statements speak only as of the date of this
release. We expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in our
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
For more information, please visit www.libertyglobal.com.
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Investor Relations: Matt Coates, +44 20 8483 6333 John
Rea, +1 303 220 4238 Stefan Halters, +44 20 8483 6211 Corporate
Communications: Molly Bruce, +1 303 220 4202 Matt Beake, +44 20
8483 6428
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