Liberty Owns 98% of Sunrise Shares After Settlement of Tender
Offer
Squeeze-Out Procedure will be Initiated and Sunrise Shares will
be Delisted
Liberty Global (Nasdaq: LBTYA, LBTYB and LBTYK) has successfully
completed the acquisition of Sunrise Communications AG (SIX Swiss
Exchange: SRCG).
Following receipt of the regulatory approvals and fulfilment of
further purchase conditions, the completion of the transaction has
taken place today with the settlement of the all cash public tender
offer of UPC Schweiz GmbH (a subsidiary of Liberty Global) to
acquire all publicly held shares of Sunrise Communications Group AG
(“Sunrise”).
Liberty Global (through UPC Schweiz GmbH) now holds more than
98% of the share capital of Sunrise and will initiate a squeeze-out
according to the Swiss Financial Market Infrastructure Act. Liberty
Global plans to have the Sunrise shares delisted from the SIX Swiss
Exchange upon completion of the squeeze-out. Sunrise is therefore
expected to become a wholly-owned subsidiary within the Liberty
Global group.
While both Sunrise and UPC Schweiz GmbH will both be
subsidiaries of Liberty Global, they will continue to operate
independently until the integration of the two companies is
completed in early 2021.
Mike Fries, CEO, Liberty Global, comments, “Today marks another
important step in our strategy of creating leading national
fixed-mobile champions across Europe. By bringing together UPC’s
leading gigabit broadband network and the most advanced 5G network
of Sunrise, the combined company will provide seamless connectivity
for millions of Swiss consumers and thousands of Swiss
businesses.”
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
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
documents relating to the tender offer described herein (the
Offer), which are available at
www.nationalconnectivitychallenger.ch. The Offer has closed, but
Liberty Global reserves the right to purchase additional Sunrise
shares prior to the squeeze-out in accordance with all applicable
laws.
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 were 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.
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 transaction; the expected
timing of completion of the 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) Liberty Global and our
affiliates’ ability to successfully integrate Sunrise and realize
anticipated efficiencies and synergies from the transaction; (v)
the outcome of any potential litigation that may be instituted with
respect to the transaction; (vi) 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 transaction; and (vii)
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201111005919/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
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