Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and
LBTYK) announces that, through its wholly-owned subsidiary Liberty
Global Belgium Holding B.V., (“Liberty Global Belgium Holding”), it
intends to launch a voluntary and conditional public takeover bid
for all the shares of Telenet Group Holding NV (“Telenet”) that it
does not already own or that are not held by Telenet (the “Intended
Offer”). Liberty Global has been the controlling shareholder of
Telenet since February 2007 and currently owns 59.18% of Telenet’s
outstanding issued share capital. Telenet owns 3.12% of the
outstanding issued share capital in treasury.
The Intended Offer would be an offer in cash at a price of EUR
22.00 per share. This price represents a premium of 59% compared to
the closing price of Telenet on March 15, 2023, and a premium of
52% compared to the volume-weighted average trading price of
Telenet over one month before such date.
Telenet’s board of directors, subject to customary conditions,
unanimously supports and recommends the Intended Offer as confirmed
in the statement Telenet has issued today. The Telenet board of
directors will provide its formal opinion in a response memorandum
which it will issue in accordance with the applicable legal
framework.
If Telenet’s ordinary general meeting on 26 April 2023 approves
the payment of a gross dividend of EUR 1.00 per share as proposed
by Telenet’s board of directors and the ex-dividend date (3 May
2023) falls prior to the date of payment of the offer price, the
offer price per share will be reduced by the total gross amount of
such dividend (before any applicable tax deduction).
Mike Fries, CEO, Liberty Global, commented: “We believe an offer
of EUR 22.00 per share provides a good opportunity for Telenet
shareholders to monetize their investment at an attractive premium.
We welcome the unanimous decision of Telenet’s board of directors
to support and recommend this offer. We are proud of how Telenet
has evolved in recent years, and we are fully committed to Belgium
and all the company’s stakeholders.”
The purchase of shares will be funded by non-recourse debt
financing obtained by Liberty Global Belgium Holding. No Liberty
Global corporate cash, liquidity or corporate guarantees are
required to finance the share purchases.
Liberty Global Belgium Holding has published a notice in
accordance with article 8, §1 of the Royal Decree of 27 April 2007
on Public Takeover Bids regarding Liberty Global Belgium Holding’s
intention to make the Intended Offer which can be found here:
Article 8 Announcement.
JP Morgan, BNP Paribas and LionTree Advisors are acting as
financial advisers and Allen & Overy, Shearman & Sterling
and Ropes & Gray as legal advisers to Liberty Global. Goldman
Sachs International is acting as financial adviser and Freshfields
Bruckhaus Deringer LLP is acting as legal advisor to Telenet. Baker
McKenzie is acting as legal adviser to the independent directors of
Telenet. The independent directors of Telenet have appointed Lazard
BV/SRL as independent expert in accordance with article 23 of the
royal decree of 27 April 2007 on public takeovers.
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world
leader in converged broadband, video and mobile communications
services. We deliver next-generation products through advanced
fiber and 5G networks, and currently provide over 86 million*
connections across Europe and the United Kingdom. Our businesses
operate under some of the best-known consumer brands, including
Virgin Media-O2 in the United Kingdom, VodafoneZiggo in The
Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin
Media in Ireland and UPC in Slovakia. Through our substantial scale
and commitment to innovation, we are building Tomorrow’s
Connections Today, investing in the infrastructure and platforms
that empower our customers to make the most of the digital
revolution, while deploying the advanced technologies that nations
and economies need to thrive.
Liberty Global’s consolidated businesses generate annual revenue
of more than $7 billion, while the VodafoneZiggo JV and the VMO2 JV
generate combined annual revenue of more than $17 billion.**
Liberty Global Ventures, our global investment arm, has a
portfolio of more than 75 companies and funds across content,
technology and infrastructure, including strategic stakes in
companies like Televisa Univision, Plume, Lionsgate and the Formula
E racing series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile subscribers of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2022
Liberty Global’s consolidated results (excluding revenue from
Poland) and the combined as reported full year 2022 results for the
VodafoneZiggo JV and full year 2022 U.S. GAAP results for the VMO2
JV.
Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise UPC
deliver mobile services as mobile network operators. Virgin Media
Ireland delivers mobile services as a mobile virtual network
operator through third-party networks.
Liberty Global plc is listed on the Nasdaq Global Select Market
under the symbols “LBTYA”, “LBTYB” and “LBTYK”.
Liberty Global Belgium Holding is an indirect wholly-owned
subsidiary of Liberty Global plc, and is a private limited
liability company incorporated under the laws of the
Netherlands.
For more information, please visit www.libertyglobal.com or contact:
BELGIAN TAKEOVER RULES
When Liberty Global Belgium Holding formally launches a
voluntary and conditional public takeover bid, it will file a draft
prospectus with the FSMA, together with a report prepared by an
independent expert appointed by the independent directors of
Telenet. The board of directors of Telenet will examine the draft
prospectus and present its detailed opinion in a response
memorandum. The timing of the launch of the Intended Offer is
subject to FSMA approval of the prospectus and the response
memorandum. Once approved, the prospectus, independent expert
report and response memorandum will be made available to Telenet
shareholders in accordance with further announcements.
WARNINGS:
This communication is for informational purposes only and does
not constitute or form part of an offer to purchase or invitation
to sell or issue, securities of Telenet, nor a solicitation by
anyone in any jurisdiction in respect of such securities, any vote
or approval.
This press release may not be published, distributed or
disseminated in any country or territory where its publication or
content would be illegal or may require registration or any other
filing of documents. Anyone in possession of this press release
must refrain from publishing, distributing or disseminating it in
the countries and territories concerned.
This announcement is only an expression of an intention and does
not constitute a formal notification of a voluntary public takeover
bid within the meaning of the Royal Decree of 27 April 2007 and the
Law of 1 April 2007 on public takeover bids. If Liberty Global
Belgium Holding decides not to proceed with the Intended Offer, it
will report about this in accordance with its legal
obligations.
The public tender offer referred to in this press release (the
Intended Offer) has not yet commenced. If Liberty Global
Belgium Holding decides to formally launch the Intended Offer, at
the time the Intended Offer is commenced, shareholders of Telenet
are urged to read the Intended Offer documents, which will be made
available at that time. U.S. shareholders of Telenet (the U.S.
Shareholders) may also email ir@libertyglobal.com to request a
copy of the offer documents, which will be provided free of charge
upon request.
The Intended Offer 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 Intended 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 Intended Offer. It is not intended to
extend the Intended Offer to any such country or jurisdiction. Any
such documents relating to the Intended 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 Telenet by any person
or entity resident or incorporated in any such country or
jurisdiction.
Notice for U.S. Shareholders
If Liberty Global Belgium Holding decides to formally launch the
Intended Offer, the Intended Offer will be made in the U.S. in
reliance on, and in compliance with, Section 14(e) of, and
Regulation 14E under, the U.S. Securities Exchange Act of 1934, as
amended (the U.S. Exchange Act), and the “Tier II” exemption
provided by Rule 14d-1(d) under the U.S. Exchange Act, and
otherwise in accordance with the requirements of Belgian law.
Accordingly, the Intended Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. procedures and laws.
U.S. Shareholders should note that Telenet is not listed on a U.S.
securities exchange, subject to the periodic reporting requirements
of the U.S. Exchange Act or required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the
SEC) thereunder.
It may be difficult for U.S. Shareholders to enforce certain
rights and claims arising in connection with the Intended Offer
under US federal securities laws since Telenet and Liberty Global
Belgium Holding are located outside the United States and most of
its officers and directors may reside outside the United States. It
may not be possible to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of U.S. securities
laws. It also may not be possible to compel a non-U.S. company or
its affiliates to subject themselves to a U.S. court’s
judgment.
To the extent permissible under applicable laws and regulations
(including Rule 14e-5 under the U.S. Exchange Act and any exemptive
relief granted by the SEC therefrom), and in accordance with
customary Belgian practice, Liberty Global Belgium Holding, its
nominees or brokers (acting as agents), or any of its or their
affiliates, may make certain purchases of, or arrangements to
purchase, shares outside the United States following the
announcement of Liberty Global Belgium Holding’s intention to
launch the Intended Offer and during the period in which the
Intended Offer remains open for acceptance, including sales and
purchases of shares effected by any investment bank acting as
market maker in the shares. These purchases, or other arrangements,
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. In order to be excepted
from the requirements of Rule 14e-5 under the U.S. Exchange Act by
virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements
to purchase must comply with applicable Belgian law and regulation
and the relevant provisions of the U.S. Exchange Act. Any
information about such purchases will be disclosed as required in
Belgium and the United States.
Furthermore, this press release does not constitute or form part
of an offer to sell, nor does it constitute a solicitation of an
order to buy financial instruments in the United States or in any
other jurisdiction.
Forward-Looking Statement
This press release contains forward-looking statements within
the meaning of the U.S. federal securities laws, including the safe
harbour provisions 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 of
Telenet 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) Telenet, 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)
Telenet, Liberty Global, and our respective affiliates’ ability to
satisfy the 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) the outcome
of any potential litigation that may be instituted with respect to
the proposed transaction; (vii) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, expenses,
economic performance, indebtedness, financial condition on the
future prospects and business of Telenet and Liberty Global’s
Belgium business after the consummation of the proposed
transaction; (viii) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (ix)
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 SEC,
including Liberty Global’s most recently filed Form 10-K, as well
as the regulated information filed by Telenet before the Belgium
Financial Services and Markets Authority. These forward-looking
statements speak only as of the date of this release. Telenet 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.
Further Information
A copy of this announcement is also available on Liberty
Global’s website at www.libertyglobal.com. The content of this website
is not incorporated in, and does not form part of, this
announcement.
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version on businesswire.com: https://www.businesswire.com/news/home/20230321005643/en/
Investor Relations: Michael Bishop +44 20 8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
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