Liberty Global (Nasdaq: LBTYA, LBTYB and LBTYK) announced today
that UPC Schweiz GmbH, a subsidiary of Liberty Global, is
publishing the Offer Prospectus for the previously announced all
cash public tender offer for all publicly held shares of Sunrise
Communications Group AG (SIX Swiss Exchange: SRCG) at a price of
CHF110 per share. The Offer Prospectus is available on
www.nationalconnectivitychallenger.ch/#for-investors.
The tender offer is expected to launch on September 11, 2020,
following the completion of a ten SIX Swiss Exchange trading-day
cooling-off period under Swiss takeover law, and is scheduled to
expire at 10:00 a.m. Eastern Standard Time (4:00 p.m. Central
European Summer Time) on October 8, 2020. After this period (and
subject to extensions) and if the minimum acceptance threshold of
the valid tender of two-thirds of all Sunrise shares on a fully
diluted basis is reached or waived, there will be an additional
acceptance period of ten SIX Swiss Exchange trading days. The offer
by Liberty Global’s subsidiary, UPC Schweiz GmbH, is also
conditioned on other customary offer conditions, including
regulatory approvals.
Sunrise's Board of Directors has unanimously recommended that
its shareholders accept the offer. freenet AG, Sunrise’s largest
shareholder, which holds approximately 24% of Sunrise’s share
capital, has signed a binding, unconditional commitment to tender
its shares at the offer price.
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 6 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.
For more information, please visit www.libertyglobal.com.
IMPORTANT ADDITIONAL INFORMATION
The tender offer described herein (the Offer) has not yet
commenced. This release is for informational purposes only and does
not constitute, or form part of, any offer or invitation to sell or
issue, or any solicitation of any offer, to purchase or subscribe
for any registered shares in Sunrise or Sunrise's ADSs, nor shall
it form the basis of, or be relied on in connection with, any
contract therefor. Shareholders of Sunrise are urged to read the
Offer documents, which are or will be available at
www.nationalconnectivitychallenger.ch.
U.S. shareholders of Sunrise may also call +1 303 220 6600 (US)
or email ir@LibertyGlobal.com to request a copy of the offer
documents, which will be provided free of charge upon request.
Sunrise is incorporated in Switzerland and listed on the SIX Swiss
Exchange, and any offer for its securities will be subject to Swiss
disclosure and procedural requirements, which differ from those
that are applicable to offers conducted solely in the United
States. The transactions described above will be structured to
comply with securities laws and regulations applicable to
transactions of this type. The communication is not being made by,
and has not been approved by, an “authorised person” for the
purposes of Section 21 of the U.K. Financial Services and Markets
Act 2000.
OFFER RESTRICTIONS
The Offer is not being and will not be made, directly or
indirectly, in any country or jurisdiction in which it would be
considered unlawful or otherwise violate any applicable laws or
regulations, or which would require Liberty Global or any of its
subsidiaries to change or amend the terms or conditions of the
Offer in any material way, to make an additional filing with any
governmental, regulatory or other authority or take additional
action in relation to the Offer. It is not intended to extend the
Offer to any such country or jurisdiction. Any such documents
relating to the Offer must neither be distributed in any such
country or jurisdiction nor be sent into such country or
jurisdiction, and must not be used for the purpose of soliciting
the purchase of securities of Sunrise by any person or entity
resident or incorporated in any such country or jurisdiction.
The Offer is being and will be made in the U.S. pursuant to
Section 14(e) of, and Regulation 14E under, the U.S. Securities
Exchange Act of 1934, as amended (the U.S. Exchange Act), subject
to the exemptions provided by Rule 14d-1 and Rule 14e-5 under the
U.S. Exchange Act and any exemptions from such requirements granted
by the U.S. Securities and Exchange Commission, and otherwise in
accordance with the requirements of Swiss law.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. In this context, forward-looking statements often address
expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,”
“target,” and similar expressions and variations or negatives of
these words. These forward-looking statements may include, among
other things, statements relating to the outlook in Switzerland of
Sunrise and Liberty Global; operational expectations, including
with respect to the development, launch and benefits of innovative
and advanced products and services, including gigabit speeds, new
technology and next generation platform rollouts or launches;
future growth prospects and opportunities, results of operations,
uses of cash, tax rates, and other measures that may impact the
financial performance of the companies; anticipated benefits and
synergies and estimated costs of the proposed transaction; the
expected timing of completion of the proposed transaction; and
other information and statements that are not historical facts.
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 the control of
the parties, such as: (i) Sunrise, Liberty Global, and our
respective operating companies’ ability to meet challenges from
competition and to achieve forecasted financial and operating
targets; (ii) the effects of changes in laws or regulations; (iii)
general economic, legislative, political and regulatory factors,
and the impact of weather conditions, natural disasters, or any
epidemic, pandemic or disease outbreak (including COVID-19); (iv)
Sunrise, Liberty Global, and our respective affiliates’ ability to
obtain regulatory approvals and satisfy other conditions to the
consummation of the proposed transaction; (v) the proposed
transaction may not be completed on anticipated terms and timing or
completed at all; (vi) Liberty Global and our affiliates’ ability
to successfully integrate Sunrise and realize anticipated
efficiencies and synergies from the proposed transaction; (vii) the
outcome of any potential litigation that may be instituted with
respect to the proposed transaction; (viii) the potential impact of
unforeseen liabilities, future capital expenditures, revenues,
expenses, economic performance, indebtedness, financial condition
on the future prospects and business of Sunrise and Liberty
Global’s Swiss business after the consummation of the proposed
transaction; (ix) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (x)
management’s response to any of the aforementioned factors. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see Liberty Global’s filings with the U.S.
Securities and Exchange Commission, including Liberty Global’s most
recently filed Form 10-Q. These forward-looking statements speak
only as of the date of this release. Sunrise and Liberty Global
expressly disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained
herein to reflect any change in expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200826005822/en/
Investor Relations: Max Adkins +44 20 8483 6336 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
Liberty Global (NASDAQ:LBTYK)
Historical Stock Chart
From Aug 2024 to Sep 2024
Liberty Global (NASDAQ:LBTYK)
Historical Stock Chart
From Sep 2023 to Sep 2024